Terms of Service

Effective Date: 07.13.2026

Beta Service Notice. Rivyns is offered as the Beta Service, a pre-release, limited-availability and actively developed version of the Rivyns platform. It may be used on a free or paid basis. Features may be experimental, incomplete, unavailable, changed, limited or removed, and errors or interruptions may occur. Payment provides access to the version and plan then available, not any future roadmap. By accepting these Terms or using the Beta Service, Customer and each Authorized User knowingly accept these limitations.

These Terms of Service (the “Terms”) are a binding agreement between DerekhPath LLC, a California Limited Liability Company, with a registered address at 262 El Granada Blvd Half Moon Bay, CA 94019 (“Provider”), and the business or other organization on whose behalf the Beta Service is created, purchased or used (“Customer”). Customer’s workspace is an “Organization.”

By clicking or otherwise affirmatively accepting these Terms, creating or administering an Organization, purchasing a subscription or using the Beta Service for Customer, a person represents that the person has authority to bind Customer. A person without that authority must not purport to accept these Terms for Customer. Each Authorized User is also personally bound by provisions applying to individual users. Lack of authority does not release a user from personal duties concerning account security, acceptable use, confidentiality, authority representations, Candidate Data or AI Features.

These Terms apply to free and paid access. An Order Form or other agreement signed by Provider may supplement or modify them.

1. Definitions

“Agreement” means these Terms, an applicable Order Form, and any addendum or Data Processing Addendum that expressly forms part of the parties’ agreement.

“AI Features” means functionality using machine learning, large language models, statistical methods, rules or similar technology to parse, structure, summarize, compare, score, prioritize, classify, recommend or generate content.

“Authorized User” means an individual whom Customer permits to access its Organization.

“Beta Service” means the pre-release and actively developed Rivyns platform, including features, Documentation and support Provider makes available from time to time.

“Candidate” means an applicant, prospective applicant, worker, former worker or other person whose information is processed for recruitment.

“Candidate Data” means personal information and related records about a Candidate, including resumes, contact details, history, credentials, files, interview records, comments, scores, inferences and AI-generated material.

“Customer Data” means data, files, content, instructions and records submitted to, created in or controlled through Customer’s Organization. It includes Customer-controlled Candidate Data, but excludes Provider technology, Global Candidate Data before lawful addition to Customer’s local records, and aggregated or de-identified data that cannot reasonably identify Customer, an Authorized User or a Candidate.

“Documentation” means Provider’s then-current instructions, descriptions, restrictions, limits and supported-use requirements.

“Global Candidate Data” means professional profiles, contact information, resumes, enrichment, source information and related platform-level records not maintained solely within one Customer’s local records, including records described as “Global Profiles” in the Privacy Policy.

“Order Form” means a signed order, online plan selection, checkout confirmation or other ordering document accepted by Provider.

“Third-Party Services” means data, models, infrastructure, software, integrations or services supplied by a third party.

2. Business Use, Eligibility and Accounts

The Beta Service is solely for legitimate business use, not personal, family or household use. Each Authorized User must be at least 18 years old, provide accurate information, use an individual account and comply with the Agreement.

Authorized Users must protect credentials, use available security controls and promptly report suspected compromise to Customer and support@rivyns.com. Shared credentials, account transfers, impersonation and use of another person’s account are prohibited.

Each Authorized User is personally bound by provisions concerning account security, acceptable use, confidentiality, authority representations and Candidate Data. Customer is responsible for acts and omissions of users it invites or permits, including former personnel whose access it fails to revoke promptly.

Customer must select users, assign permissions by business need and review and revoke access. Provider may impose account, invitation, feature, usage, plan or geographic limits and request reasonable identity, business, domain, payment or authority information.

3. Organization Creation, Authority and Control

A person who creates, claims, administers or uses billing controls for an Organization represents and warrants, personally and on Customer’s behalf, that the person:

1. is authorized to act for Customer, accept the Agreement and use Customer’s name;
2. is authorized to create and administer the Organization, upload Candidate Data, invite users and assign permissions;
3. is authorized to select plans, manage subscriptions and use the payment method when exercising billing controls;
4. has supplied accurate, non-misleading Organization information;
5. is not impersonating another entity or creating a fraudulent or misleading workspace; and
6. will provide reasonable evidence of authority on request.

A product role is a software permission, not proof of corporate authority. Provider may request identity, business, domain, employment or authorization evidence; contact Customer through independent business contacts; restrict the Organization or administrative, invitation, permission or billing actions; transfer control to a verified representative; or rename, suspend or close a fraudulent workspace.

For a control dispute, Provider may preserve relevant information, request evidence and maintain, restrict, transfer or close the Organization based on reasonably available evidence. Provider need not adjudicate internal corporate, employment, ownership or agency disputes and may require a court order, corporate resolution, settlement or similar authorization. To the maximum extent permitted by law, Provider is not liable for a good-faith decision reasonably based on available information.

4. The Beta Service

The Beta Service is not a finished or generally available product. Features may be experimental, incomplete, inaccurate, unavailable or defective. Interfaces, workflows, data structures, integrations, limits, AI behaviour and functionality may change, and availability may differ by plan, Customer, Organization, user or jurisdiction.

Unless an Order Form expressly states otherwise, no service-level agreement, guaranteed response time or uptime applies; support may be limited; and Provider does not guarantee continued availability of any feature, integration, interface, workflow, data structure, model, output format or plan. Provider also does not guarantee backward compatibility, migration of all beta data or configurations, release of a generally available version, or delivery of any discussed or announced feature. Roadmaps and demonstrations are informational only.

Customer must keep independent copies of important information, must not use the Beta Service as its sole system of record or backup, and must evaluate suitability for its intended use and jurisdiction.

Provider may discontinue the Beta Service, a plan, module, integration or experimental feature, or end or restrict a Customer’s access. Payment provides only the access made available during the paid period and does not purchase a future roadmap.

5. Changes to the Beta Service

Provider may at any time develop, test, add, improve, redesign, replace, limit, suspend or remove features; change interfaces, workflows, data structures, integrations, supported file types, AI behaviour or output formats; replace Third-Party Services; change usage, storage, seat, rate or geographic limits; introduce new restrictions or eligibility requirements; update Documentation; or restrict features by plan, Customer type, Organization, Authorized User or jurisdiction.

Provider is not required to preserve prior behaviour or maintain compatibility with Customer’s processes, integrations or data structures. Where practicable, Provider may give notice of a material reduction in paid functionality, but urgent security, legal, provider or operational changes may occur without advance notice. Any remedy for permanent discontinuation of prepaid paid access is limited to the remedy stated in Section 18.

Product changes under this Section are distinct from changes to these Terms, which are governed by Section 24. Beta status does not authorize Provider to use personal information for an incompatible new purpose without the notice, lawful basis, consent or agreement required by applicable law.

6. Customer Data and Limited License

Customer retains its rights in Customer Data. Customer grants Provider a non-exclusive, worldwide, limited license to host, copy, process, transmit, display, back up, convert and analyze Customer Data, generate requested outputs, and permit approved service providers to do the same, only as reasonably necessary to operate, secure, maintain, support, troubleshoot and improve the Beta Service; perform Customer instructions; prevent fraud and abuse; enforce the Agreement; resolve disputes; and comply with law. The license continues for limited post-termination periods needed for deletion, backup rotation, security, fraud prevention, billing, legal claims and compliance.

Provider will not use identifiable Customer Data or Candidate Data to train Provider’s general or shared AI models, or permit a third-party model provider to train its general or shared models on that data, unless Customer separately and expressly agrees in writing after a clear description of the use. Processing an input to produce a requested output is inference, not by itself model training.

The license does not authorize use of identifiable Customer Data for advertising, sale, unrelated analytics or other purposes unrelated to the Agreement. Provider also receives no general license to use Customer-controlled Candidate Data to create or enrich Global Candidate Data for other Customers. Such processing requires a separately disclosed purpose, lawful basis and any notice, consent or agreement required by law.

Provider may use aggregated or de-identified information that cannot reasonably identify Customer, an Authorized User or a Candidate for security, analytics, capacity, testing, development and improvement, subject to law, and will not attempt re-identification.

Customer must maintain necessary copies of Customer Data; the Beta Service does not replace Customer’s backup, retention or records-management duties.

7. Candidate Data and Customer Responsibilities

Customer controls its recruitment purposes, Candidate selection, outreach, interviews, criteria, decisions, notices, retention and user access. Customer represents and agrees that it:

1. has a lawful basis and all rights needed to collect, upload, disclose and process Candidate Data;
2. will provide required privacy, recruitment, monitoring and AI notices and obtain consent when required;
3. will use Candidate Data only for bona fide, lawful and job-related recruitment;
4. will comply with applicable privacy, employment, communications, recordkeeping, equal-opportunity and anti-discrimination laws;
5. will verify material information, correct known material inaccuracies and respect source restrictions, Candidate rights, objections and lawful opt-outs;
6. will apply appropriate retention and deletion practices and limit access by business need;
7. will not use an Organization it is not authorized to use; and
8. will not present an inference or AI output as verified fact.

Customer is solely responsible for the legality, accuracy, quality and source of Customer Data and for its outreach, hiring and employment decisions. These allocations do not eliminate duties imposed directly on Provider by law.

8. Sensitive and Prohibited Data

Unless a feature is expressly supported by Provider and Customer has a lawful, necessary and proportionate reason to use it, Customer must not submit Social Security numbers, tax identifiers, passport or national-identity numbers, full driver-license data, payment-card or bank-account data, medical records, genetic data, biometric templates, detailed health or disability records, special-category information, criminal-history or background reports, credit reports, information about minors, or other highly sensitive information not reasonably necessary for lawful recruitment.

Customer must minimize sensitive information in free text, resumes and interview records and must not use protected characteristics or sensitive information for unlawful discrimination. Customer must promptly notify Provider of an accidental submission. Provider may restrict, quarantine, redact or delete prohibited or unsupported data and is not required to pre-screen every submission.

9. Global Candidate Data

Subject to the Agreement, source restrictions and eligibility requirements, Provider grants Customer a limited, revocable, non-exclusive, non-transferable right to use Global Candidate Data solely within its Organization, through Authorized Users, for lawful internal recruitment for bona fide job opportunities.

Customer must not resell, sublicense, publish, scrape, crawl, harvest, systematically copy, mass-export, enrich for others, transfer to another employer, build a competing database, circumvent limits or use Global Candidate Data for advertising. It must not use the data for background screening; credit, insurance, housing or tenant decisions; identity verification; law-enforcement purposes without valid legal process; political activity; harassment, stalking, doxxing or surveillance; protected-trait inference; discrimination; or bypassing a privacy choice, opt-out, suppression, do-not-contact restriction or source limitation.

Global Candidate Data may be incomplete, stale, duplicated, inferred, incorrectly matched or inaccurate and may come from third parties. Provider does not represent that a person is seeking work, has applied, has agreed to be contacted, has endorsed Rivyns or will respond, or that the data is verified. Customer must verify material information and independently determine a lawful basis, channel, content and frequency for contact.

Provider may correct, hide, suppress, limit, remove or revoke access to Global Candidate Data. It does not become Customer property. A lawful local record derived from it may be Customer Data, but legal, source and Candidate-rights restrictions continue.

10. Candidate Outreach and Employment Decisions

Customer is solely responsible for email, telephone, text-message, social-network and other outreach using information obtained through the Beta Service, including outreach conducted outside Rivyns. Customer must accurately identify the sender and purpose, comply with applicable anti-spam, telemarketing, direct-marketing, do-not-call, privacy and recruitment-notice laws, control frequency, avoid harassment and honor required opt-outs and objections.

Provider is not Customer’s employer, recruitment agency, staffing firm, immigration adviser, law firm, payroll provider or decision-maker unless a separate signed agreement expressly states otherwise. Customer controls job requirements, criteria, interviews, accommodations, verification, offers, rejections and the employment relationship and is solely responsible for those actions.

Use of the Beta Service does not itself establish compliance with any law. Customer must determine whether its configuration and actual use are lawful before deployment and must stop or modify a workflow when lawful use, accurate information or meaningful human oversight cannot be maintained.

11. AI Features and Human Review

AI outputs are probabilistic and may be incorrect, incomplete, inconsistent, biased or outdated. They may misunderstand source information, omit context or vary for the same inputs. They are not verified facts, legal advice, a background check, a permitted consumer report for employment use, or a guarantee of fit, performance or outcome.

Customer must verify material source information and provide meaningful review by a qualified human with relevant non-AI information and authority to correct or override the output. An AI score, priority, alignment, summary, comment or recommendation must not be the sole basis for rejection, adverse action or another consequential employment decision.

Customer is responsible for job-related criteria and for legally required notices, consents, accommodations, bias audits, impact assessments, validation, monitoring, explanations, appeal or contest procedures, records and human-review rights. Customer must not input, request, infer or use protected characteristics or proxies, or manipulate a workflow to discriminate or evade law.

Any feature identifying job-related gaps, inconsistencies or points requiring human validation identifies matters for review only, not personality, character, morality, criminality, creditworthiness, health, protected status or reliability.

Provider may change models, prompts, providers, retrieval methods, scoring logic, thresholds, labels, explanations, formats and other AI functionality. Behaviour changes are expected, and identical inputs need not produce identical or reproducible outputs.

12. Prohibited Background-Screening and Other Uses

Unless Provider separately launches and expressly authorizes a documented service designed for a particular compliant use, Customer must not use the Beta Service, Global Candidate Data or AI outputs to:

• conduct criminal, credit, identity, reference, tenant, insurance or other background screening;
• obtain, assemble or use a consumer report for employment or another eligibility decision;
• investigate character, general reputation, personal characteristics or lifestyle;
• make credit, insurance, housing, tenant or non-recruitment eligibility decisions; or
• take adverse action based on unverified third-party data.

These restrictions define permitted use of the Beta Service and do not determine the legal classification of Provider, a data source, a record or an output under any consumer-reporting or similar law. Customer must use an appropriately qualified provider for lawful background checks and satisfy all applicable disclosure, authorization, certification, pre-adverse, adverse-action, dispute and disposal requirements.

13. Privacy, Data Processing and Security

The Privacy Policy explains how Provider processes personal information. It is provided as a privacy notice and does not create an unrestricted license to process personal information. Where required by law or agreed by the parties, a Data Processing Addendum may form part of the Agreement.

For Customer-controlled Candidate Data, Customer generally acts as controller or business and Provider as processor or service provider, where those terms apply. Provider may act independently as controller or business for accounts, security, fraud prevention, billing, legal compliance, operation and improvement, and Global Candidate Data. Actual roles depend on the processing and law.

Customer is responsible for its notices, lawful bases, instructions, retention decisions and requests concerning Customer-controlled data. The parties will reasonably cooperate with legally required privacy requests according to their roles, the Privacy Policy, any applicable Data Processing Addendum and law.

Provider may use and replace service providers and make lawful international transfers as described in the Privacy Policy and any applicable Data Processing Addendum.

Provider uses safeguards intended to protect the Beta Service and Customer Data, but no system guarantees absolute security. Customer is responsible for credentials, access and secure configuration. Beta status does not excuse mandatory privacy, security or notification duties. Provider will give incident notification required by law or an applicable Data Processing Addendum.

14. Third-Party Services

The Beta Service may depend on Third-Party Services, including AI and model providers, candidate-data sources, hosting, storage, communications, security, monitoring and payment services. Third-party availability, restrictions, errors and changes may affect the Beta Service. Provider may replace a Third-Party Service and may communicate source-specific or provider-specific restrictions that Customer must follow.

Customer receives no ownership or direct contractual rights in a Third-Party Service merely by using the Beta Service. Provider is not responsible for acts, omissions, outages or changes outside its reasonable control, except to the extent the Agreement or applicable law imposes responsibility on Provider.

Stripe processes payment methods and related payment information for paid subscriptions. Customer’s use of Stripe-hosted functionality may also be subject to Stripe’s terms and privacy notice.

15. Acceptable Use

Customer and Authorized Users must not:

1. violate law, infringe rights, discriminate, harass, defraud, impersonate or mislead;
2. create or control an Organization without authority or provide false verification information;
3. process Candidate Data without rights or for personal or unrelated purposes;
4. access another Organization, tenant, account or data set without authorization;
5. share credentials, escalate privileges or bypass access, security, rate, plan, export, source or usage restrictions;
6. scrape, crawl, bulk-copy, mass-download or build a competing candidate or contact database;
7. reverse engineer except where restriction is unlawful, or extract source code, models, prompts, weights or non-public instructions;
8. introduce malware, exploit vulnerabilities, disrupt the Beta Service or interfere with another user;
9. send spam, abusive invitations or unlawful Candidate communications;
10. infer protected traits, conduct unlawful surveillance or discriminate using Candidate Data or AI Features;
11. perform prohibited screening, identity, credit, insurance, housing, tenant, political or law-enforcement uses;
12. submit prohibited sensitive data or information about minors without lawful authority;
13. bypass a privacy choice, opt-out, suppression or do-not-contact restriction;
14. use AI as the sole basis for an adverse employment decision or as verified evidence; or
15. resell, sublicense or provide the Beta Service or data except as expressly authorized.

Provider may investigate, impose limits, restrict an account or feature, preserve information, remove data, suspend or terminate access and cooperate with lawful requests.

16. Confidentiality and Beta Materials

Each party receiving non-public information (“Recipient”) will use it only under the Agreement, protect it with reasonable care and disclose it only to personnel, contractors and advisers who need it and owe confidentiality duties.

Confidential information includes Customer Data, Candidate Data, non-public pricing or business information, product materials, security information, source code, Documentation, AI configurations and non-public features. It excludes information the Recipient can document was public without breach, already lawfully known, independently developed without use, or lawfully received without restriction.

A Recipient may disclose when legally compelled, after notice where permitted and reasonable assistance with protection. Customer and Authorized Users must not publish non-public screenshots, security information, confidential product materials or non-public benchmarks. They may truthfully state that Customer uses Rivyns if no confidential information is disclosed and no separate nondisclosure agreement says otherwise.

Provider will not use Customer’s name or logo in public marketing without separate permission.

17. Intellectual Property and Feedback

Provider and its licensors retain all rights in the Beta Service, software, interfaces, designs, workflows, algorithms, prompts, models, Documentation, trademarks and improvements. Subject to the Agreement and payment of applicable fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during the applicable access period to permit Authorized Users to use the Beta Service for Customer’s internal business purposes.

No ownership right is transferred. Except for the limited rights expressly granted, each party reserves all rights it owns or controls. Customer retains its rights in Customer Data, and nothing in the Agreement characterizes a Candidate’s personal information as Provider property.

If Customer or an Authorized User voluntarily provides ideas, suggestions, evaluations or other feedback, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free right to use, modify, develop from and commercialize that feedback. This feedback right does not authorize Provider to disclose Customer confidential information, identifiable Candidate Data or the contents of Customer’s Organization.

18. Plans, Fees, Billing and Cancellation

The Beta Service may be free or offered through monthly or annual paid subscriptions. The Order Form or checkout states the plan, price, currency, billing interval, features and limits. Fees are charged in advance unless stated otherwise.

Paid subscriptions automatically renew for the current billing interval until canceled. Customer authorizes Provider and Stripe to charge recurring fees, taxes and authorized plan changes. A person using billing controls represents authority to bind Customer and use the payment method.

Customer may cancel through the billing method Provider makes available or as stated in the Order Form. Cancellation prevents the next renewal but does not end paid access before the current paid period ends. Except where law, an Order Form or checkout expressly provides otherwise, fees are non-refundable and are not subject to credits or proration, and charges incurred before cancellation remain due.

A downgrade takes effect next billing period unless checkout states otherwise. Other plan changes take effect as disclosed when selected. Provider may suspend paid features after a failed or reversed payment. Customer pays applicable taxes other than taxes on Provider’s net income.

Provider may change plans, features and prices for future periods after advance notice, without retroactively changing accrued fees. Payment is not a commitment to release or preserve roadmap items.

If Provider, for its convenience and not Customer breach, permanently discontinues all prepaid paid access or a separately priced paid module before the paid period ends, Customer’s sole monetary remedy is a prorated refund of unused prepaid fees attributable to that access. No refund applies to free access, temporary suspension, ordinary feature changes, non-payment, legal or security restrictions, Third-Party Service failures or termination for cause.

19. Suspension

Provider may immediately suspend or restrict all or part of the Beta Service when Provider reasonably believes suspension is necessary because of:

• an actual or suspected breach of the Agreement;
• unlawful or unauthorized processing of Candidate Data;
• a fraudulent or misleading Organization or an authority dispute;
• a security threat, suspected compromise or threat to another customer or the platform;
• discrimination, abusive AI use, spam, harassment or other prohibited conduct;
• non-payment or a payment dispute;
• excessive or abnormal use;
• a restriction imposed by a Third-Party Service or data source;
• a legal demand, sanctions or export-control concern;
• prohibited background-screening or other restricted use; or
• failure to provide reasonable verification or compliance information.

Provider may also restrict seats, plans, modules or experimental features, or suspend a feature while it is changed, secured or discontinued. Where practicable and consistent with security, law and protection of others, Provider may give notice and an opportunity to cure, but is not required to do so before urgent action. Provider is not obligated to restore unlawful, infringing or prohibited data.

20. Term, Termination and Data After Termination

The Agreement begins on first acceptance or use and continues while access or a subscription is active.

Customer may stop free use at any time and may end a paid subscription by canceling under Section 18. Provider may terminate or restrict access immediately for serious breach, illegality, security threat, fraud, prohibited use or repeated violations; after a stated reasonable cure period for another material breach; or when ending the Beta Service, a plan, module or Organization’s participation.

Termination ends access but not accrued fees. Customer must retrieve and preserve needed information before access ends. Provider does not promise self-service export or post-termination access, but may, at its discretion or under a separate agreement, provide limited access or export assistance unless barred by law, security, source restrictions or breach.

Provider may delete Customer Data in accordance with the Privacy Policy, any applicable Data Processing Addendum and law, and may retain information needed for billing, tax, claims, legal holds, acceptance or authority evidence, security, fraud prevention, backups, source restrictions, privacy choices and suppression. Backup data may remain until overwritten or deleted through ordinary processes.

Provisions that by nature should survive do so, including payment, confidentiality, intellectual property, feedback, disclaimers, indemnification, liability limits, disputes and post-termination data terms.

21. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BETA SERVICE, GLOBAL CANDIDATE DATA, AI OUTPUTS, DOCUMENTATION AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES FROM COURSE OF DEALING OR USAGE.

PROVIDER DOES NOT WARRANT UNINTERRUPTED, SECURE OR ERROR-FREE OPERATION; CORRECTION OF DEFECTS; CONTINUED AVAILABILITY OF A FEATURE, INTEGRATION, INTERFACE, WORKFLOW, PLAN, MODEL OR THIRD-PARTY SERVICE; COMPLETENESS OR ACCURACY OF GLOBAL CANDIDATE DATA OR AI OUTPUTS; CANDIDATE AVAILABILITY, RESPONSE OR SUITABILITY; A HIRING OR BUSINESS RESULT; BACKWARD COMPATIBILITY; OR MIGRATION TO A FUTURE VERSION.

ROADMAPS, DEMONSTRATIONS AND DISCUSSIONS ARE NOT COMMITMENTS. USE DOES NOT BY ITSELF ESTABLISH LEGAL COMPLIANCE. CUSTOMER IS RESPONSIBLE FOR ITS OUTREACH, HIRING, EMPLOYMENT AND BUSINESS DECISIONS AND FOR VERIFYING INFORMATION.

This Section does not disclaim an express warranty in an Order Form signed by Provider or a right that cannot lawfully be disclaimed.

22. Customer Indemnification and Intellectual Property Claims

To the extent permitted by law, Customer will defend Provider and its affiliates, officers, directors, employees, contractors and agents against third-party claims, demands, investigations or proceedings, and indemnify them against resulting damages, judgments, settlements, penalties, costs and reasonable legal fees arising from:

• Customer Data or submitted material;
• missing lawful basis, notice, consent or rights for Candidate Data;
• unlawful outreach, discrimination or employment decisions;
• prohibited screening, consumer-reporting activity or adverse action;
• AI misuse or missing required human review;
• an unauthorized, fraudulent or misleading Organization;
• Authorized User conduct;
• source or Global Candidate Data violations;
• infringing, unlawful or prohibited uploads, including sensitive data;
• breach of Section 15 or use outside the Agreement; or
• Customer’s or an Authorized User’s violation of law.

Provider will notify Customer, reasonably cooperate at Customer’s expense and permit Customer to control the defense. Customer may not settle by admitting Provider fault, imposing non-monetary obligations or failing to release Provider without written consent. Late notice reduces the obligation only to the extent of material prejudice.

Unless a separate signed enterprise agreement says otherwise, Provider gives no intellectual-property defense or indemnity for the self-service Beta Service. For an allegedly infringing feature, Provider may obtain rights, modify, replace or discontinue it. If prepaid paid access is discontinued for that reason, the sole monetary remedy is the prorated refund in Section 18 for unused attributable fees.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, SAVINGS OR GOODWILL, ARISING FROM THE AGREEMENT OR BETA SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

PROVIDER’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED FEES CUSTOMER ACTUALLY PAID FOR THE BETA SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER PAID NO FEES DURING THAT PERIOD, PROVIDER’S TOTAL LIABILITY WILL NOT EXCEED USD 100.

Except for excluded Customer obligations below, Customer’s aggregate liability is subject to the same cap. Customer payment obligations are not damages and are uncapped. Customer’s cap and the indirect-damages exclusion do not limit indemnification; unlawful or unauthorized Candidate Data use; infringement or misappropriation; confidentiality breach; fraud or willful misconduct; or intentional violation of Section 15. Covered third-party indemnity amounts are not excluded merely because the third party calls its loss indirect.

Provider’s cap applies to privacy, data-protection, security and confidentiality claims unless law prohibits limitation. Provider’s cap and exclusions do not apply to Provider fraud or willful misconduct, death or personal injury where liability cannot be limited, or another non-limitable liability.

These limits apply under any legal theory and even if a remedy fails its essential purpose. Non-waivable statutory rights remain unaffected.

24. Changes to These Terms

Provider may amend these Terms prospectively to reflect changes in the Beta Service, business practices, law or risk allocation. Provider will communicate a material change through the Beta Service, by email or through another reasonable channel. Provider will request renewed affirmative acceptance when required by applicable law or by the nature of the change.

Where legally permitted, continued use after the stated effective date of updated Terms constitutes acceptance. Changes do not retroactively alter fees already accrued, liability for events already completed or other rights that applicable law treats as vested. If Customer does not agree to updated Terms, Customer must stop using the Beta Service and cancel future renewal.

25. Governing Law and Venue

These Terms are governed by, and each party submits to the exclusive jurisdiction and venue specified in, the laws of the State of California and the state and federal courts located in San Mateo County, California, without regard to conflict-of-law rules. Mandatory laws continue to apply where they cannot lawfully be waived. Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect confidential information, security, access controls, intellectual property or personal information.

26. General

Notices. Legal notices to Provider must be sent to support@rivyns.com and 262 El Granada Blvd Half Moon Bay, CA 94019. Provider may notify Customer through the Beta Service or an account, billing or administrator contact. Electronic communications satisfy writing requirements where permitted.

Assignment. Customer may not assign the Agreement without Provider’s written consent. Provider may assign it with a merger, reorganization, financing, asset sale or transfer of the relevant business, subject to data-protection duties.

Subcontractors. Provider may use subcontractors and service providers, subject to law and any applicable Data Processing Addendum.

Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, except Customer payment obligations and duties law does not permit to be excused.

Independent Contractors. The parties are independent contractors. No partnership, joint venture, fiduciary, employment, franchise or agency relationship is created, and no Authorized User may bind Provider.

Export and Sanctions. Customer and Authorized Users must comply with export-control and sanctions laws and prevent access by prohibited persons or for prohibited end uses.

Waiver and Severability. A waiver must be written and instance-specific. An unenforceable provision will be modified only as necessary, and the remainder stays effective.

Entire Agreement and Precedence. The Agreement is the entire agreement about the Beta Service. Conflicts are resolved in this order: (1) a signed negotiated agreement or Order Form, only for matters expressly modified; (2) an applicable Data Processing Addendum for data-protection matters; (3) these Terms; and (4) Documentation. The Privacy Policy is a notice, not an unrestricted license or replacement for the Agreement. Customer purchase-order terms do not apply unless Provider accepts them in writing.

No Third-Party Beneficiaries. Except indemnified parties, no third party receives contractual rights. Candidate rights arising directly under law are unaffected.

Interpretation. “Including” means “including without limitation.” Headings are for convenience. The English version controls unless law requires otherwise.

Contact. Legal: support@rivyns.com. Support: support@rivyns.com. Address: 262 El Granada Blvd Half Moon Bay, CA 94019.