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RiverX AI Terms and Conditions

Dated: 6/6/2024

 

These Terms and Conditions (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website, www.riverxai.com, owned and operated by Sage Acquisitions, LLC, using the brand “RiverX AI” (RiverX AI), and located at 4529 Wasco Way, Buttonwillow, CA 93206 (the “Site”), including all subsidiary webpages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, including, without limitation, the services that enable you to use WooSender’s software and services resold by RiverX AI (the “Services”).

 

This Agreement is legally binding between you (the “Client”), the person using the Site, and RiverX AI. Terms such as “we,” “our,” and “us” refer to RiverX AI.

 

  1. Incorporation of WooSender’s Terms of Service

 

By using our Services, you agree to be bound by WooSender’s Terms of Service, which are incorporated herein by reference. To review WooSender’s full Terms of Service, please visit WooSender Terms of Service at https://woosender.com/terms-and-services/.

 

  1. Intellectual Property

 

All intellectual property rights in the services and software provided by RiverX AI, including any modifications, enhancements, and derivative works, remain the property of WooSender or its licensors. This includes all Zapier integration recipes, custom campaigns, automation design, automation copy, custom AI library, and any modifications provided by RiverX AI and used by the Client. Any attempt to sell, monetize, or use these materials to compete with RiverX AI, including any modifications, is strictly prohibited and will be considered a serious breach of this Agreement. The Client acknowledges that a breach of this clause would cause irreparable harm to RiverX AI. RiverX AI will take all necessary legal actions to enforce this section strictly. The provisions of this section shall survive the termination of this Agreement.

 

  1. Compliance with Regulations

 

The Client acknowledges and agrees to comply with all A2P 10DLC regulations and the Telephone Consumer Protection Act (TCPA) requirements. The Client understands that any violations of A2P 10DLC or TCPA regulations can result in fines, penalties, and suspension of services. RiverX AI shall not be held liable for any violations or penalties incurred by the Client due to non-compliance with A2P 10DLC or TCPA requirements. Additionally, the Client agrees to be bound by and comply with all applicable local, state, national, and international laws and regulations.

 

  1. Confidentiality

 

Both parties agree to keep confidential all information disclosed by the other party that is marked as confidential or that should reasonably be understood to be confidential. This obligation shall survive the termination of this Agreement.

 

  1. Limitation of Liability

 

To the maximum extent permitted by law, RiverX AI’s liability for any claims arising out of or related to the services shall be limited to the amount paid by the Client for the services during the twelve (12) months preceding the event giving rise to the claim. RiverX AI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues, whether incurred directly or indirectly.

 

  1. Modifications to the Terms of Service

 

RiverX AI reserves the right to modify these Terms of Service at any time. Any such modifications will be effective immediately upon posting on our website. Continued use of the services after such modifications constitutes acceptance of the revised Terms of Service.

 

  1. Prohibition on Reselling

 

The Client is strictly prohibited from reselling, sublicensing, or redistributing any of the services provided by RiverX AI. Any breach of this clause will result in immediate termination of the Agreement and potential legal action to recover damages.

 

  1. Reseller Authority and Relationship

 

RiverX AI is an authorized reseller of WooSender’s services. The Client acknowledges that RiverX AI is acting as an intermediary and that WooSender is the primary provider of the software and services. Any issues specifically related to WooSender’s software functionality should be directed to WooSender, while RiverX AI will handle matters related to the resale and integration services.

 

  1. Client Responsibilities

 

The Client agrees to provide accurate information and cooperate fully during the integration process. The Client is responsible for complying with all usage policies and ensuring that their use of the services does not violate any laws or regulations.

 

  1. Termination

 

Either party may terminate this Agreement with thirty (30) days written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Upon termination, the Client will remain liable for any fees or charges incurred prior to the termination date.

 

  1. Indemnification

 

The Client agrees to indemnify, defend, and hold harmless RiverX AI and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s use of the services, breach of this Agreement, or violation of any laws or regulations.

 

  1. Data Protection and Privacy

 

RiverX AI will handle all client data in accordance with applicable data protection laws. The Client agrees to RiverX AI’s privacy policy, which outlines how data is collected, used, and protected.

 

  1. Payment Terms and Late Fees

 

All fees are due as specified in the Subscription Agreement. Late payments may incur a penalty fee of 1.5% per month on the outstanding balance until paid in full. RiverX AI reserves the right to suspend services for non-payment.

 

  1. Non-Solicitation

 

During the term of this Agreement and for twelve (12) months thereafter, the Client agrees not to directly solicit or hire any employees or subcontractors of RiverX AI without prior written consent.

 

  1. Non-Compete

 

The Client agrees not to become a reseller of WooSender’s services or products. The Client further agrees not to develop, produce, market, or sell any service or product that competes with WooSender’s offerings during the term of this Agreement and for a period of ten (10) years after the termination of this Agreement. In jurisdictions where a ten-year non-compete period is deemed unenforceable, the non-compete period shall be the maximum period permitted by law. The Client further agrees that any attempt to circumvent this clause, directly or indirectly, will be considered a violation of this Agreement. Breach of this non-compete clause will cause irreparable harm to RiverX AI and may result in legal action, including but not limited to monetary damages and injunctive relief. This section will be strictly enforced.

 

  1. Dispute Resolution

 

Any disputes arising out of or relating to these Terms of Service shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in California, and the decision of the arbitrator shall be final and binding.

 

  1. Governing Law

 

These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal actions or proceedings arising out of or related to these Terms of Service will be brought exclusively in the state or federal courts located in California, and you consent to the jurisdiction of such courts.

 

  1. Force Majeure

 

Neither party shall be liable for any failure or delay in performance under these Terms of Service (except for the payment of money) due to circumstances beyond its reasonable control, including acts of God, terrorism, war, riots, labor strikes, government orders, or other similar events.

 

  1. Entire Agreement

 

These Terms of Service, together with the Subscription Agreement and any other documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

 

  1. Severability

 

If any provision of these Terms of Service is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms of Service remain in full force and effect and enforceable.

 

  1. Waiver

 

No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and RiverX AI’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

 

  1. Notices

 

All notices required or permitted under these Terms of Service shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by email, or mailed by certified or registered mail, return receipt requested, with postage prepaid. Notices to the Client shall be sent to the contact information provided by the Client. Notices to RiverX AI shall be sent to the following address:

 

RiverX AI

Sage Acquisitions, LLC

4529 Wasco Way

Buttonwillow, CA 93206

Email: [email protected]

 

This document serves as the formal Terms of Service for RiverX AI, ensuring that all parties are clear on their obligations, rights, and the rules governing their interaction.