Terms & Conditions
Riviera Subscription & Product Agreement
Last updated: January 2026
Welcome, and thank you for your interest in Run Riviera, Inc. ("Riviera”) and our website and services at runriviera.com, along with the related websites, networks, applications, and other services provided by Riviera (collectively, the "Riviera Services" or "Services"). These Terms of Service are a legally binding contract between you or the entity you represent ("Customer," "you," or "your") and Riviera regarding your use of the Riviera Services.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING "I ACCEPT," BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY ACCESSING OR USING THE RIVIERA SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE RIVIERA SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE "TERMS"). If you are not eligible, or do not agree to these Terms, then you do not have Riviera's permission to use the Riviera Services. YOUR USE OF THE RIVIERA SERVICES, AND RIVIERA'S PROVISION OF THE RIVIERA SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY RIVIERA AND BY YOU TO BE BOUND BY THESE TERMS.
Accepting These Terms
If you are accessing or using the Riviera Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "Customer," "you," and "your" will refer to that entity.
1. The Service
1.1. Service Description. Riviera’s Service is a fully managed AI-native revenue operating system for healthcare practices. The Service may include lead capture and pipeline management, AI Engine Optimization (AEO), website hosting and optimization, content creation, performance analytics, and related digital services. The scope of the Service and any additional restrictions on use shall be set forth in an applicable Order. As used in this Agreement, the "Service" means the Riviera services selected by Customer in an Order.
1.2. Modification of the Service. The Service is subject to modification from time to time at Riviera’s sole discretion. Riviera will provide Customer prior notice of any material modifications.
1.3. Access to the Service. During the Term (defined below), Customer may access and use the Service in accordance with the terms and conditions of this Agreement and the Documentation solely for its internal business purposes. Customer may designate up to the number of Authorized Users specified in the applicable Order. "Authorized Users" means Customer's employees and contractors authorized by Customer to access the Service. Additional Authorized Users may be added upon payment of additional fees as set forth in the Order. Customer shall be responsible for compliance by each Authorized User with all of the terms and conditions of this Agreement and for maintaining the confidentiality of all login credentials. Third party technology that may be integrated with the Service (including calendar systems, email platforms, and payment processors) is governed by the applicable third party's terms of service. Customer's use of such Third Party Software is subject to the terms of the applicable third party license agreements. Riviera reserves the right to suspend Customer's access to the Service upon written notice to Customer: (a) for scheduled or emergency maintenance, (b) in the event Customer is in breach of this Agreement, including failure to make timely payment, or (c) if required by law or to prevent harm to Riviera, the Service, or other customers. Riviera will use commercially reasonable efforts to provide advance notice of scheduled maintenance.
1.4. Beta Terms. Riviera may make available to Customer certain products, features, and services, that are not yet generally available, including such products, features, and services that are labeled as “pre-release” or “beta” (collectively, “Beta Services”). Customer may access and use the Beta Services solely for its internal evaluation purposes and in accordance with this Agreement and any supplemental terms (“Beta Terms”) provided upon access to the Beta Services. In the event of any conflict between this Agreement and the Beta Terms, the Beta Terms shall govern and control solely with respect to the Beta Services.
2. Support Services.
Subject to the terms and conditions of this Agreement, Riviera will provide to Customer technical support in accordance with its standard policies and procedures listed in an Order Form.
3. Customer Responsibility
3.1. Restrictions on Use. Customer will not (and will not permit any third party to): (a) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (b) violate any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (c) rent, lease, or otherwise permit third parties to use the Service or Documentation, except as otherwise expressly provided in this Agreement; (d) copy, distribute, relist, frame, or embed any part of the Service on any third party website or service; (e) use the Service on a standalone basis to provide services to third parties (e.g., as a service bureau); (f) use any web crawler, scraper, or other automated tool or process to access, monitor, analyze, or copy any part of the Service or any data, information, or content available through the Service; (g) use the Service for any benchmarking activity or in connection with the development of any competitive product; (h) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization of the Service (except to the extent that applicable law prevents the prohibition of such activities); (i) use or access the Service in a manner that materially impacts or burdens Riviera or Riviera’s servers and other computer systems, or that interferes with Riviera’s ability to make available any product or service to any third party; (j) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other account on the Service without permission; or (k) circumvent or disable any security or other technological features or measures of the Service.
3.2. Customer Obligations.
3.2.a. In General. Customer represents and warrants that Customer’s use of the Service and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal and international laws, regulations, and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Customer further represents and warrants to Riviera that Customer has sufficient rights in the Customer Data to grant the rights granted to Riviera in Section 4.2 and that the Customer Data does not infringe or violate the intellectual property, publicity, privacy, or other rights of any third party. Customer shall be responsible for any regulatory or compliance obligations (including security breach obligations) pertaining to Customer Data.
3.2.b. Authorized User IDs and Passwords. Customer will require that all Authorized Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Riviera shall not have any liability under this Agreement for actions taken using Customer’s user IDs and passwords, including any unauthorized use or access caused by misuse or misappropriation of such user IDs and passwords. Customer will be responsible for restricting access by any user who is no longer authorized to access the Service.
4. Customer Data
4.1. Customer Data. Customer shall be exclusively responsible for creating, modifying, entering, or reentering all Customer Data uploaded to the Service. For the avoidance of doubt, Customer Data shall not include any Riviera Technology (as defined below). Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer will be responsible for providing all Customer Data to Riviera and will provide such Customer Data in a format consistent with the requirements set forth in the Documentation (or as otherwise specified by Riviera). Errors in loading Customer Data into the applicable Service may cause Customer Data to be rejected by the Service and Riviera will have no responsibility for any related impact on Customer’s ability to access or use the Service. For the avoidance of doubt, Riviera is not obligated to back up Customer Data, and such responsibility lies solely with Customer.
4.2. Ownership. As between the parties, except for the rights expressly granted in this Agreement, Customer or its licensors will retain all rights, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Service as provided by Riviera. Subject to the terms of this Agreement, Customer hereby grants to Riviera a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary (i) to provide and improve the Service, (ii) to prevent or address service or technical problems under this Agreement, or (iii) as may be required by law or regulation.
4.3. Retrieval of Customer Data. During the Term, Riviera may allow Customer to retrieve Customer Data from the Service by utilizing Riviera’s data export features. It is Customer’s responsibility to retrieve Customer Data from the Service (at Riviera’s then standard usage rate) prior to any termination or expiration of this Agreement. Riviera has no obligation to archive or make available Customer Data after expiration or termination of this Agreement.
5. Privacy And Security
5.1. Security. Riviera will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of, as further described in Riviera’s standard Information Security Policy which Riviera will provide upon request. However, Riviera shall have no responsibility for errors in transmissions or any other causes beyond Riviera’s reasonable control. Riviera shall have no liability for any unauthorized access to or disclosure of Customer Data that is not the result of Riviera's breach of this Section 5.1 (a "Third Party Data Breach").
6. Intellectual Property
6.1. Technology. Customer agrees that Riviera or its licensors retain all rights, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Service, all Documentation, any and all related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback (as defined in Section 6.2) that may be incorporated in any of the foregoing (collectively, “Riviera Technology”). Except for the express limited rights set forth in this Agreement, no right, title, or interest in any Riviera Technology is granted to Customer.
6.2. Feedback. Notwithstanding anything to the contrary herein, Riviera may freely use and incorporate into Riviera’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Service relating to Riviera’s current or future products and/or services (“Feedback”).
6.3. Performance Data. Notwithstanding anything to the contrary herein, Customer agrees that Riviera may store and collect certain diagnostic information about the routine operations of the Service (including, without limitation, its performance, accuracy, security, availability, usage rates, number of active users, and behavioral statistics) (“Performance Data”), and Riviera may use Performance Data to develop, improve, support, and operate its products and services during and after the term of this Agreement. Performance Data includes aggregated and anonymized data based upon other Performance Data, so long as such data does not reveal any personally identifiable information or personal data of any particular individual person and does not identify Customer.
6.4. Promotional Activities. Riviera may use and display Customer's name, logo, trademarks, and service marks on Riviera's website and in Riviera's marketing materials in connection with identifying Customer as a customer of Riviera. With Customer's prior approval, Riviera may also develop and publish case studies featuring Customer's results, testimonials, and business outcomes achieved through the Services**.** Upon Customer's written request, Riviera will promptly remove any such marks from Riviera's website, and, to the extent commercially feasible, Riviera's marketing materials.
7. Confidentiality
7.1. The Parties shall hold in confidence any information and material which is related to either the Customer’s or Riviera’s business and is designated in writing by either Customer or Riviera as proprietary and confidential, or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. The confidentiality obligations under this Article shall survive termination of this Agreement for a period of one (1) year. It is understood that this confidentiality clause does not include information which: (i) is now or hereafter in the public domain through no fault of the Party being provided the confidential information; (ii) prior to disclosure hereunder, is property within the rightful possession of the Party being provided the confidential information; (iii) subsequent to disclosure hereunder, is lawfully received from a third party with no restriction on further disclosure; or (iv) is obligated to be produced under order of a court of competent jurisdiction, unless made the subject of a confidentiality agreement or protective order in connection with such proceeding, which the Parties in all cases will attempt to obtain. Customer and Riviera hereby covenant that each shall not disclose such information to any Third Party without prior written authorization of the other. The Customer agrees and understands that Riviera may use images of the Customer’s website for advertising purposes in Riviera’s portfolio and marketing materials, provided that Riviera will remove such images upon Customer’s written request.
8. Payment
8.1. Fees. All fees are as set forth in an applicable Order (“Fees”) and shall be paid by Customer within thirty (30) days of invoice, unless otherwise specified in the applicable Order.
8.2. Billing. Billing will be as set forth in an applicable Order. All payment obligations are non-cancelable, and Fees are non-refundable. Riviera may charge Customer interest for any late payments in an amount of five (5%) per month or such lesser amount permitted by law.
8.3. Payment Disputes. Riviera will not exercise its rights under Section 9.2 (Termination) or Section 9.4 (Suspension of Service) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
8.4. Taxes. The Fees do not include taxes. Customer is responsible for paying all taxes associated with its purchases hereunder other than taxes based on Riviera's income. If Riviera has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, Riviera will invoice Customer and Customer will pay that amount unless Customer provides Riviera with a valid tax exemption certificate authorized by the appropriate taxing authority.
9. Term and Termination
9.1. Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with this Agreement. The Service is made available to Customer on a subscription or other basis as set forth in an applicable Order.
9.2. Termination. Either party may terminate this Agreement (including any applicable Order) if the other party breaches any material provision of the Agreement (including failure to pay Fees) and does not cure such breach within thirty (30) days after receiving written notice. Either party may also terminate this Agreement immediately upon written notice if the other party ceases to do business for any reason or becomes subject to any bankruptcy, insolvency, liquidation or other similar proceedings, which proceedings are not dismissed within ninety (90) days thereafter. Either party may terminate this Agreement upon thirty (30) days written notice to the other party if there are no active Orders in effect. In the event of termination by Riviera due to Customer's breach (including non-payment), or termination by Customer for convenience prior to the end of the then-current Term, Customer shall remain liable for and immediately pay all unpaid Fees for the remainder of the then-current Term. In the event of termination by Customer due to Riviera's material breach, or termination by Riviera under Section 9.4 (Suspension of Service), Customer shall receive a pro-rata refund of any prepaid Fees for the unused portion of the then-current Term.
9.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease use of and access to the applicable Service (including any related Riviera Technology) and delete all copies of the Documentation, the Service passwords or access codes, and any other RivieraConfidential Information in its possession. Following termination, Customer will have no further access to any Customer Data through the Service. Promptly following the expiration or termination of this Agreement Riviera will delete the Customer Data. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
9.4. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Riviera reserves the right to suspend provision of the Service: (a) if Customer is overdue on a payment; (b) if Riviera deems such suspension necessary as a result of Customer’s breach of Section 3 (Customer Responsibilities); (c) if Riviera reasonably determines suspension is necessary to avoid material harm to Riviera or its other customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Riviera’s control; or (e) as required by law or at the request of governmental entities.
10. Warranty and Disclaimer
10.1. Limited Service Warranty. Riviera warrants that the Service will operate in substantial conformity with the applicable Documentation. In the event of a breach of this warranty, Riviera will use commercially reasonable efforts to correct the reported non-conformity, at no charge to Customer, or if Riviera determines such remedy to be impracticable, either party may terminate the applicable Order and Customer will receive a refund of any unused Fees Customer has pre-paid for the Service purchased under such Order. The foregoing shall be Customer’s sole and exclusive remedy for any breach of the warranty set forth in this Section. This warranty will not apply unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity. Furthermore, this warranty will not apply to failures to conform to this Agreement or the Documentation to the extent such failure arises, in whole or in part, from (i) any use of the Service not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Service in combination with other products, equipment, software or data not supplied by Riviera; or (iii) any modification of the Service by any person other than Riviera or its authorized agents.
10.2. Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 11.1 (LIMITED SERVICE WARRANTY) IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11 (WARRANTY AND DISCLAIMER), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS,” AND Riviera MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Riviera DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. Riviera DOES NOT WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS. Riviera SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, Riviera MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY SOFTWARE. Riviera ALSO DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARMS OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
11. Indemnification
11.1. Indemnification by Riviera. Riviera will defend Customer from and against any claim by a third party alleging that the Service, when used as authorized under this Agreement and in accordance with the Documentation, infringes such third party’s U.S. intellectual property rights and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Riviera (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the Service is (or in Riviera’s opinion is likely to be), the subject of a claim of infringement, Riviera may, at Riviera’s option: (a) procure the right for Customer to continue using the Service; (b) replace the Service with a non-infringing service which does not materially impair the functionality of the Service; (c) modify the Service so that it becomes non-infringing; or (d) terminate this Agreement. The foregoing indemnification obligation of Riviera will not apply to the extent the applicable claim is attributable to: (i) the modification of the Service by any party other than Riviera; (ii) the combination of the Service with products or processes not specified in the Documentation or provided by Riviera; (iii) any unauthorized use of the Service; or (iv) any action arising as a result of Customer Data or any Third Party Software or other third party materials or components contained within the Service. THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND Riviera’S AND ITS SUPPLIERS’ SOLE LIABILITY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
11.2. Indemnification by Customer. Customer will defend at its expense any suit brought against Riviera arising from or relating to (a) Customer Data or any product or service offered by Customer in connection with or related to the Service, (b) any breach of Section 3 (Customer Responsibility), or (c) any and all claims brought by any External Users or arising from or relating to any acts or omissions by External Users in their use of the Read Only Accounts. Customer will indemnify and hold harmless Riviera from and against any damages and costs awarded against Riviera or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claims.
11.3. Indemnification Procedures. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (i) the indemnified party shall promptly notify the indemnifying party in writing of the claim; (ii) the indemnifying party shall have sole control of the defense of any claim or suit; and (iii) upon request of the indemnifying party, the indemnified party shall provide all necessary cooperation at the indemnifying party’s expense. Notwithstanding the foregoing, failure to give notice shall not limit or otherwise reduce the indemnity provided for in this Agreement except to the extent that failure to give notice materially prejudices the rights of the indemnifying party. The indemnifying party is not permitted to settle any claim in any matter that would require obligation on the part of the indemnified party (other than payment or ceasing to use infringing materials), or any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
12. Limitation of Liability
12.1. Types of Damages. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY) (EXCLUDING THIRD PARTY DATA BREACH), EITHER PARTY’S MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND EITHER PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST OR INACCURATE DATA, FAILED SECURITY MECHANISMS, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
12.2. Liability Cap. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY) (EXCLUDING THIRD PARTY DATA BREACH), EITHER PARTY’S MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND EITHER PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY AND ITS AFFILIATES’ ENTIRE LIABILITY TO THE OTHER PARTY (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED (A) AFTER THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT ACTUALLY PAID (OR WITH RESPECT TO CLAIMS FOR FEES DUE, PAYABLE) BY CUSTOMER TO Riviera ATTRIBUTABLE TO THE PRIOR 12 MONTHS UNDER THIS AGREEMENT, OR (B) PRIOR TO THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AVERAGE MONTHLY FEE PAID TIMES TWELVE (12).
The parties agree that the limitations of liability set forth in this Section 13 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
13. General Terms
13.1. Assignment. Neither party will assign or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign or otherwise transfer this Agreement in connection with a merger, acquisition, reorganization, change in control or similar transaction, or sale of all or substantially all of its assets related to this Agreement, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
13.2. Severability. If any provision of this Agreement will be held by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
13.3. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.4. Governing Law and Arbitration. The Agreement, including all exhibits and any applicable Order, will be governed by, and interpreted and enforced in accordance with, the laws of the State of California without reference to the principles of conflicts of laws. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods or any other international convention governing sales of goods. Any dispute, controversy or claim arising out of or relating to the Agreement or any applicable Order or exhibit, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration. Such arbitration shall be conducted: (a) in accordance with the JAMS American Arbitration Rules, (b) by an arbitrator with exclusive authority to resolve any disputes or claims, (c) in San Francisco County, California, and (d) in the English language. Any judgment upon the award rendered by the arbitrator(s) in any such arbitration may be entered by any court having jurisdiction thereof. Notwithstanding anything to the contrary contained herein, either party at all times may seek injunctive or other equitable or relief in any court of competent jurisdiction. In any action or proceeding related to or arising out of the Agreement (including any Order), the prevailing party shall be entitled to its reasonable attorney’s fees and costs. The decision and award of the arbitrator(s) will be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The parties further agree to waive any right to a jury trial that either party might otherwise have in any and all courts.
13.5. Amendments. Except as otherwise expressly provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
13.6. Entire Agreement. This Agreement along with any applicable Order is the complete and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes and merges all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Service is provided as an online offering, and that Riviera may change and update the Service (in which case Riviera may update the Documentation accordingly). Any additional terms and conditions in Customer’s purchase order, other order documents, any quote or order confirmation, or any other terms are not binding or applicable.
13.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
13.8. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
13.9. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, governmental order, or any other event beyond the reasonable control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.10. Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service and Documentation.
13.11. Independent Contractors. Customer’s relationship to Riviera is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Riviera.
13.12. Export Control. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
Terms of Service for SMS Communications
1. SMS Communications Terms
By providing your phone number through our website or services, you consent to receive SMS/text messages from Run Riviera, Inc.. These messages are sent from +1 (323) 328-8855 and may include account updates, service notifications, support responses, and product announcements.
2. Opt-In
You opt in to receive SMS messages by checking the SMS consent checkbox on our "Talk to Our Team" contact form at runriviera.com. By checking that box and submitting the form, you expressly consent to receive text messages from Run Riviera, Inc. at the phone number you provide.
Consent to receive SMS messages is not required as a condition of purchasing or using any of our products or services.
3. Opt-Out
You may opt out of receiving SMS messages at any time by replying STOP to any message you receive from us. After you send STOP, we will send you a confirmation message, and you will no longer receive text messages from us. If you wish to re-enroll, you may do so by opting in again through our contact form.
4. Help
For help with SMS messages, reply HELP to any message you receive from us. You may also contact us directly:
- Email: hello@runriviera.com
- Phone: +1 (323) 328-8855
5. Carrier Liability
Wireless carriers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission by your wireless carrier and network availability.
6. Supported Carriers
Our SMS service supports all major U.S. carriers, including but not limited to AT&T, Verizon, T-Mobile, Sprint, U.S. Cellular, and most regional carriers. Carrier support is subject to change.
7. Cost
Message and data rates may apply. Please contact your wireless carrier for details about your text messaging plan and any associated costs. Run Riviera, Inc. does not charge for SMS messages, but standard messaging rates from your carrier may apply.
8. Modifications
Run Riviera, Inc. reserves the right to modify these terms at any time. We will update the "Last updated" date at the top of this page when changes are made. Your continued use of our SMS service after any modifications constitutes your acceptance of the updated terms.