Contrato de Termos de Serviço

RIOVIS MASTER PLATFORM AGREEMENT

This is the Master Platform Agreement governing the entire relationship between TopHare Software Studio LLC and the Subscriber across all Riovis Modules, including Marketing and Influencers. Individual Modules may carry supplemental Module Acknowledgments addressing module-specific compliance obligations; those acknowledgments are incorporated by reference and are binding upon acceptance.

1. Acceptance of Terms and Binding Agreement

These Terms of Service (the "Agreement" or "Terms") constitute a legally binding agreement between you - either an individual or a legal entity ("Subscriber," "you," or "your") - and TopHare Software Studio LLC, a Texas limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the Riovis platform available at riovis.com and all related services, applications, APIs, and documentation (collectively, the "Platform").

By accessing or using the Platform, clicking an "I Accept" or similar button, or signing an Order Form that references these Terms, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "Subscriber," "you," and "your" shall refer to such entity and its affiliates.

If you do not agree to all of the terms and conditions set forth in this Agreement, you must not access or use the Platform.

1A. Agreement Hierarchy

The legal relationship between the Company and the Subscriber is governed by the following documents, listed in order of precedence in the event of conflict:

1. This Master Terms of Service - the foundational agreement governing all access to and use of the Platform across all Modules.
2. Data Processing Addendum (DPA) - supplements this Agreement for all matters relating to the processing of Personal Data, including GDPR, CCPA/CPRA, Texas TDPSA, and PIPEDA compliance.
3. Module Acknowledgments - supplemental terms specific to each Module (Marketing, Influencers) that the Subscriber accepts upon activation of the respective Module. Module Acknowledgments do not replace this Agreement; they address module-specific compliance obligations including FTC endorsement disclosure and creator payment responsibility.
4. Order Forms - any mutually executed ordering documents specifying custom pricing, terms, or service levels.

In the event of a conflict between any of the above documents, the document listed higher in this hierarchy shall control, unless a Module Acknowledgment or Order Form explicitly states that it overrides a specific provision of this Agreement.

The Privacy Policy is incorporated by reference and describes how the Company collects, uses, and protects information.

2. Definitions

The following capitalized terms shall have the meanings ascribed to them below whenever used in this Agreement:

• "Agreement" means these Terms of Service, together with all Order Forms, the Privacy Policy, the Data Processing Addendum, and any other documents expressly incorporated by reference.
• "API"means the application programming interfaces provided by the Company to enable programmatic access to the Platform’s functionality.
• "AI Features" means the artificial intelligence and machine-learning capabilities available through the Platform, including but not limited to: Riovis Engine (automated brand intelligence, site crawl, fingerprinting, and content generation), Riovis Pilot (automated AI campaign generation from brand data), Content Studio (AI-powered text, social, email, and landing page content creation), Video Studio (AI-powered video content creation via Veo), Sivoir Influencer Engine (AI-powered creator discovery, scoring, and brand-fit matching), Campaign Intelligence Engine (data-driven campaign suggestions based on analytics, industry trends, and audience behavior), Consumer Psychology Modes (psychographic and behavioral targeting frameworks), Market Intelligence (competitive analysis and brand monitoring), and bilingual content generation (EN/ES).
• "Brand" means a distinct brand identity configured by the Subscriber within the Platform, including its associated brand guidelines, assets, tone of voice, and target audience parameters.
• "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, source code, customer lists, and financial information.
• "Content" means any text, images, graphics, video, audio, data, information, or other materials that a Subscriber uploads to, creates within, or transmits through the Platform.
• "Documentation" means the user guides, developer documentation, API references, tutorials, and other instructional materials made available by the Company in connection with the Platform.
• "Effective Date" means the date on which this Agreement becomes effective, as set forth at the top of this document, or the date the Subscriber first accesses or uses the Platform, whichever is earlier.
• "Enterprise Plan" means the custom-priced Subscription Plan negotiated individually between the Company and Subscriber, documented in an Order Form, which includes tailored features, dedicated support, and custom service-level commitments.
• "Generated Output" means any content, text, images, video, or other materials produced by the AI Features in response to Subscriber inputs or prompts.
• "IP Rights" means all intellectual property rights, including patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and any other proprietary rights, whether registered or unregistered, anywhere in the world.
• "Malicious Code" means any software, code, or technology designed to disrupt, disable, harm, or otherwise impede the operation of the Platform, or any device, system, or network, including viruses, worms, Trojan horses, ransomware, spyware, adware, or any other harmful code.
• "Order Form" means a mutually executed ordering document or online subscription page that specifies the Subscription Plan, pricing, term, and any additional terms agreed upon between the Company and Subscriber.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined by applicable data protection laws, including the GDPR, CCPA, and other relevant privacy regulations.
• "Module" means each functional area of the Platform offered as an independently subscribable service, currently consisting of Marketing and Influencers.
• "Module Acknowledgment" means the supplemental terms specific to each Module that the Subscriber accepts upon first activation of that Module, addressing module-specific compliance obligations, elevated-risk commitments, and regulatory considerations.
• "Platform" means the Riovis software-as-a-service platform, including all Modules (Marketing and Influencers), web applications, APIs, integrations, AI Features, and any related services operated at riovis.com.
• "Subscription Fees" means the recurring fees payable by the Subscriber for access to and use of the Platform under the selected Subscription Plan, as set forth in Section 4 or the applicable Order Form.
• "Subscription Plan" means the tier of service selected by the Subscriber, which includes: Solo, Team, Growth, Scale, or Enterprise, each offering different feature sets, usage limits, and pricing.
• "Subscription Term" means the period during which the Subscriber is authorized to access and use the Platform, beginning on the Effective Date or Order Form start date and continuing for the duration specified in the selected Subscription Plan or Order Form.
• "Third-Party Services" means any products, services, platforms, or applications not provided by the Company but which may integrate with or be accessible through the Platform, including but not limited to Shopify, WordPress, Meta, Google, and TikTok.
• "Usage Data"means data collected by the Company relating to the Subscriber’s use of the Platform, including but not limited to feature usage metrics, performance data, error logs, aggregated analytics, and technical telemetry, which does not identify any individual end user.

2A. Affiliate Programs

Subscribers may create affiliate programs through which third-party creators promote the Subscriber's brand in exchange for commission. The Subscriber sets the program terms, including commission type and rate, attribution window, recurring commission duration, and enrollment criteria. The Subscriber is solely responsible for the legal compliance of its program, including advertising disclosures and applicable tax and consumer-protection laws.

The Company only facilitates commission attribution and payout. Each commission payout is processed as a Stripe Connect destination charge from which the Company retains a flat 2% platform fee. The Company does not guarantee sales, revenue, or attribution accuracy, and may reverse commission for fraudulent or refunded sales. The affiliate feature is not subject to an additional subscription tier.

3. Account Registration, Eligibility, and Security

3.1 Eligibility

The Platform is intended solely for business-to-business (B2B) use. By creating an account, you represent and warrant that:

• You are at least eighteen (18) years of age.
• You have the legal capacity and authority to enter into this Agreement.
• You are not a direct competitor of the Company, nor are you accessing the Platform for competitive intelligence or benchmarking purposes.
• You are not located in, under the control of, or a national or resident of any country to which the United States has imposed sanctions or embargoes, and you are not on any U.S. Government restricted party list.

3.2 Account Information

You must provide accurate, current, and complete information during the registration process and keep your account information updated at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of your account.

3.3 Account Security

You are solely responsible for safeguarding your login credentials, API keys, access tokens, and any other authentication mechanisms associated with your account. You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security. The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.4 User Sub-Accounts

Depending on your Subscription Plan, you may create user sub-accounts for members of your organization within the limits specified by your plan. You are responsible for all activities that occur under your account and any sub-accounts, and you agree to ensure that all sub-account users comply with this Agreement.

4. Subscription Plans, Fees, Billing, and Payment

4.1 Subscription Plans and Pricing

The Platform is offered under the following Subscription Plans. All prices are in United States Dollars (USD) and are exclusive of applicable taxes:

A fifteen percent (15%) discount is applied to all standard plans when billed on an annual basis.

4.2 Add-Ons

Subscribers may purchase add-ons to supplement their Subscription Plan, including but not limited to: additional user seats, additional Brands, AI credit packs, email sending packs, and video generation packs. Add-ons are non-refundable and expire at the end of the current Subscription Term or twelve (12) months from the date of purchase, whichever comes first. Unused add-on credits do not roll over.

4.3 Billing and Payment

• Monthly subscriptions are billed in advance on a recurring monthly basis.
• Annual subscriptions are billed upfront for the full annual term.
• All invoices carry thirty (30) day payment terms from the invoice date unless otherwise specified in an Order Form.
• Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance from the date payment was due until the date payment is received.
• Accounts with payments overdue by more than fifteen (15) days may be suspended without further notice until all outstanding amounts are paid in full.

4.4 Upgrades and Downgrades

Upgrades to a higher-tier Subscription Plan take effect immediately, and the Subscriber will be charged a prorated amount for the remainder of the current billing period. Downgrades to a lower-tier Subscription Plan take effect at the end of the current billing period. No refunds or credits are issued for downgrades.

4.5 Fee Changes

The Company reserves the right to modify Subscription Fees upon sixty (60) days’ advance written notice to the Subscriber. Fee changes will apply at the start of the next Subscription Term following the notice period.

4.6 Refund Policy

Subscription Fees and add-on purchases are non-refundable except where required by applicable law, where SLA credits apply pursuant to Section 12, or where the Company has provided a separate written agreement granting refund rights.

4.7 Chargebacks

Filing a chargeback or payment dispute with your payment provider without first attempting to resolve the issue with the Company may result in immediate suspension of your account and all associated services.

4.8 Free Trials

The Company may, at its sole discretion, offer free trial periods. Free trials are subject to additional terms communicated at the time of enrollment. The Company reserves the right to modify, limit, or discontinue free trial offers at any time without notice.

5. License Grant and Restrictions

5.1 License Grant

Subject to the terms and conditions of this Agreement and timely payment of all applicable Subscription Fees, the Company hereby grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term solely for the Subscriber’s internal business purposes in accordance with the Documentation and the Subscriber’s selected Subscription Plan.

5.2 API License

Subject to the same conditions, the Company grants the Subscriber a limited license to access and use the Platform’s APIs solely for the purpose of integrating the Platform with the Subscriber’s own systems and applications in accordance with the Documentation and applicable rate limits.

5.3 Restrictions

Except as expressly permitted by this Agreement, the Subscriber shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform or any component thereof.
• Create derivative works based on the Platform or any part thereof.
• Resell, sublicense, lease, rent, distribute, or otherwise make the Platform available to any third party except as expressly permitted by a separate written agreement.
• Use the Platform to develop, build, or support a product or service that competes with the Platform.
• Conduct or disclose the results of any benchmark tests or performance evaluations of the Platform without the Company’s prior written consent.
• Remove, alter, or obscure any proprietary notices, labels, or branding on or within the Platform.
• Circumvent, disable, or otherwise interfere with any security, authentication, or access control features of the Platform.
• Introduce any Malicious Code into the Platform or use the Platform to distribute Malicious Code.
• Intentionally overload, flood, or otherwise impair the performance or availability of the Platform, including through excessive API calls beyond plan limits.

6. Subscriber Content and Data Rights

6.1 Ownership of Subscriber Content

The Subscriber retains all right, title, and interest in and to all Content uploaded to, created within, or transmitted through the Platform by the Subscriber, including all IP Rights therein.

6.2 License to Company

By uploading or submitting Content to the Platform, the Subscriber grants the Company a limited, non-exclusive, worldwide, royalty-free license to use, store, reproduce, modify, and display such Content solely as necessary to provide, maintain, and improve the Platform and the services contemplated by this Agreement.

6.3 Generated Output

With respect to Generated Output produced by the AI Features:

• The Subscriber is solely responsible for reviewing, verifying, editing, and approving all Generated Output before publication, distribution, or any other use.
• The Company makes no guarantee as to the accuracy, completeness, originality, or legal compliance of any Generated Output.
• Generated Output may not be unique - similar or identical outputs may be generated for other subscribers using similar inputs.
• To the extent Generated Output incorporates pre-existing materials owned by the Company, the Company grants the Subscriber a limited, non-exclusive license to use such materials solely in connection with the Subscriber’s authorized use of the Generated Output.

6.4 Content Compliance

The Subscriber represents and warrants that all Content uploaded to the Platform does not infringe, misappropriate, or violate any third party’s IP Rights, privacy rights, or any applicable law. The Company reserves the right to remove or disable access to any Content that it reasonably believes violates this Agreement, applicable law, or the rights of any third party, with or without prior notice.

6.5 Feedback

Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Subscriber regarding the Platform ("Feedback") shall be deemed assigned to the Company. The Company shall own all right, title, and interest in and to such Feedback and shall be entitled to use it without restriction or compensation to the Subscriber.

7. Artificial Intelligence Features - Detailed Terms

7.1 Scope of AI Features

The Platform provides generative artificial intelligence and machine learning capabilities ("AI Features") that include, without limitation:

• Riovis Engine - Automated brand intelligence system that crawls and fingerprints Subscriber brand data to power content generation and brand-voice calibration across all Modules.
• Riovis Pilot - Automated AI campaign generation that creates multi-channel campaigns, landing pages, and funnel optimization from Subscriber brand data.
• Content Studio - AI-powered content creation for social posts, blog articles, email copy, and landing pages.
• Video Studio - AI-powered video content creation and editing via Veo.
• Sivoir Influencer Engine - AI-powered creator discovery, audience scoring, and brand-fit matching for the Influencers Module.
• Campaign Intelligence Engine - Data-driven campaign suggestions generated from analytics history, industry trends, audience behavior patterns, and real-world events relevant to each tenant.
• Market Intelligence - Competitive analysis, brand monitoring, and industry benchmarking via automated web crawling.
• Consumer Psychology Modes - Psychographic and behavioral targeting frameworks that leverage consumer psychology models for content personalization.
• Bilingual Content Generation (EN/ES) - Automated content creation in English and Spanish.

7.2 Inherent Limitations and Disclaimers

The Subscriber acknowledges and agrees that AI Features are subject to inherent limitations, including but not limited to:

• Generated Output may be inaccurate, biased, incomplete, misleading, or offensive. AI models are probabilistic in nature and do not guarantee factual correctness.
• AI Features are powered by probabilistic machine learning models that produce variable outputs and are subject to the limitations of their training data.
• Generated Output does not constitute professional advice of any kind (legal, financial, medical, or otherwise) and should not be relied upon as such.
• Generated Output may resemble or be similar to third-party materials, including copyrighted content, and the Subscriber assumes all risk associated with the use of such output.
• The Campaign Intelligence Engine and Consumer Psychology Modes are AI-powered marketing frameworks intended for campaign planning and marketing purposes only. Suggestions are data-informed but not guaranteed and should not be represented to end users as definitive predictions.

7.3 Subscriber Obligations for AI Features

• The Subscriber must review and approve all Generated Output before publishing, distributing, or otherwise using such output in any context.
• The Subscriber shall not use AI Features to create deepfake content, non-consensual synthetic media, or any content intended to deceive, defraud, or harm individuals.
• The Riovis Engine’s web crawl functionality operates only with the Subscriber’s express permission and only crawls domains authorized by the Subscriber.
• Bilingual content (EN/ES) generated by the AI Features requires human review by a qualified translator or bilingual professional before publication to ensure accuracy, cultural appropriateness, and legal compliance.

7.4 Content Liability and Safe Harbor

THE COMPANY IS A TECHNOLOGY PLATFORM PROVIDER. THE COMPANY DOES NOT CREATE, CURATE, ENDORSE, VERIFY, OR APPROVE ANY CONTENT PUBLISHED BY SUBSCRIBERS USING THE PLATFORM, INCLUDING CONTENT GENERATED BY AI FEATURES.

The Subscriber is solely responsible for all content it publishes, distributes, or transmits through the Platform or using Generated Output, including but not limited to:

• Social media posts, blog articles, email campaigns, landing pages, and advertisements created using Content Studio, Video Studio, or Riovis Pilot.
• Content that references, features, or mentions creators, influencers, or other third parties discovered through the Sivoir Influencer Engine.
• Any claims, endorsements, disclosures, or representations made in published content.

THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM CONTENT PUBLISHED BY THE SUBSCRIBER, INCLUDING BUT NOT LIMITED TO DEFAMATION, INTELLECTUAL PROPERTY INFRINGEMENT, FALSE ADVERTISING, REGULATORY VIOLATIONS, PRIVACY VIOLATIONS, OR HARM TO THIRD PARTIES (INCLUDING CREATORS AND INFLUENCERS).

7.5 AI Recommendation and Matching Disclaimers

THE RIOVISION INFLUENCER ENGINE, CAMPAIGN INTELLIGENCE ENGINE, MARKET INTELLIGENCE, AND ALL OTHER AI-POWERED RECOMMENDATION FEATURES PROVIDE SUGGESTIONS AND ASSESSMENTS BASED ON PROBABILISTIC MODELS AND PUBLICLY AVAILABLE DATA. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING:

• THE ACCURACY OF CREATOR/INFLUENCER SCORES, AUDIENCE METRICS, ENGAGEMENT RATES, OR BRAND-FIT ASSESSMENTS.
• THE SUITABILITY OF ANY CREATOR FOR ANY CAMPAIGN, BRAND, OR COMMERCIAL PURPOSE.
• THE PERFORMANCE, RELIABILITY, OR TRUSTWORTHINESS OF ANY CREATOR RECOMMENDED BY THE PLATFORM.
• THE ACCURACY OF COMPETITIVE INTELLIGENCE, MARKET TRENDS, OR INDUSTRY BENCHMARKS.

ALL DECISIONS REGARDING CREATOR SELECTION, CAMPAIGN STRATEGY, CONTENT PUBLICATION, AND BUSINESS OPERATIONS REMAIN THE SOLE RESPONSIBILITY OF THE SUBSCRIBER. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM RELIANCE ON AI-GENERATED RECOMMENDATIONS.

7.6 Creator and Influencer Relationships

The Platform enables Subscribers to discover, contact, and collaborate with creators and influencers through the Riovis Creator Marketplace. The Company is not a party to any agreement, contract, or arrangement between a Subscriber and a creator. The Company does not:

• Vet, verify, endorse, or guarantee the identity, credentials, audience authenticity, or quality of any creator on the Marketplace.
• Guarantee that any creator will accept, perform, or fulfill any contract, campaign, or collaboration.
• Process, hold, escrow, or guarantee any payments between Subscribers and creators.
• Mediate, arbitrate, or adjudicate disputes between Subscribers and creators.

THE SUBSCRIBER ASSUMES ALL RISK ASSOCIATED WITH ENGAGING CREATORS DISCOVERED THROUGH THE PLATFORM. THE COMPANY SHALL NOT BE LIABLE FOR ANY CREATOR’S FAILURE TO PERFORM, BREACH OF CONTRACT, NON-PAYMENT DISPUTES, FTC VIOLATIONS, OR ANY OTHER ACT OR OMISSION BY A CREATOR.

7.6.1 On-Platform Engagement Obligation

Any creator the Subscriber discovers, contacts, or first engages through the Platform (including the Creator Marketplace, the Sivoir Influencer Engine, and the outreach features) must be engaged and paid exclusively through the Platform for a period of twelve (12) months from the date of the first Platform-facilitated contact. The Subscriber may not: (i) solicit the creator to perform work or accept payment off-platform; (ii) exchange contact information with the creator to avoid Platform features, tracking, or payment rails; or (iii) use contract templates downloaded from the Platform to close off-platform deals with creators the Subscriber first encountered through it.

The Company may enforce this obligation by (a) suspending or terminating the Subscriber\u2019s access to the Influencer Module upon reasonable evidence of circumvention; (b) recovering as liquidated damages an amount equal to twice the creator fees paid off-platform during the twelve (12)-month period; and (c) pursuing any other legal or equitable remedy. This clause survives termination of the Agreement with respect to creators contacted prior to termination.

7.6.2 Timely Creator Payment Obligation

The Subscriber agrees to pay creators approved amounts on or before the applicable payment due date. If an approved creator payment remains unsettled after the due date, the Company may: (i) pause the Subscriber\u2019s ability to send new contracts or outreach after seven (7) days; (ii) suspend all Influencer Module write actions after fourteen (14) days; and (iii) restore access only once all overdue balances are paid. The Company acts solely as a payment facilitator through the integrated payment processor and does not guarantee, escrow, or advance funds to creators on the Subscriber\u2019s behalf.

7.7 Contract Template Disclaimer

The Platform provides contract template functionality to facilitate agreements between Subscribers and creators. Contract templates are tools provided for convenience only. The Company does not review, approve, or validate the legal sufficiency, enforceability, or compliance of any contract created using these templates. The Subscriber is solely responsible for ensuring that all contracts comply with applicable law, including employment law, independent contractor classification, tax reporting requirements, and non-compete restrictions. THE COMPANY STRONGLY RECOMMENDS THAT SUBSCRIBERS CONSULT WITH QUALIFIED LEGAL COUNSEL BEFORE USING CONTRACT TEMPLATES FOR COMMERCIAL PURPOSES.

8. Data Privacy and Security

8.1 Privacy Policy

The Company’s Privacy Policy is incorporated into this Agreement by reference and governs the collection, use, storage, and disclosure of Personal Data and other information through the Platform. By using the Platform, you consent to the practices described in the Privacy Policy.

8.2 Data Processing Addendum

To the extent the Company processes Personal Data on behalf of the Subscriber, the parties shall enter into a Data Processing Addendum ("DPA") that governs such processing and complies with applicable data protection laws.

8.3 Security Program

The Company maintains a comprehensive security program that includes the following safeguards:

• Encryption in transit using TLS 1.2 or higher for all data transmitted between the Subscriber and the Platform.
• Encryption at rest using AES-256 encryption for stored data.
• Role-Based Access Control (RBAC) to ensure that access to systems and data is limited to authorized personnel on a need-to-know basis.
• Multi-Factor Authentication (MFA) for administrative access to production systems.
• Regular vulnerability assessments and security testing.
• A documented incident response plan for security events.
• Employee security training conducted on an ongoing basis.
• Third-party vendor security assessments for critical service providers.

The Company does not claim SOC 2 Type II or ISO 27001 certification unless expressly stated in an Enterprise Plan Order Form.

8.4 Breach Notification

In the event of a confirmed security breach affecting Subscriber data, the Company shall notify the Subscriber within seventy-two (72) hours of becoming aware of the breach, including a description of the breach, the types of data affected, and the measures being taken to address and mitigate the breach.

8.5 Data Export and Deletion

Upon termination or expiration of this Agreement, the Subscriber shall have a thirty (30) day Export Window during which the Subscriber may export its Content and data from the Platform. Following the Export Window, the Company shall delete Subscriber data from active production systems within ninety (90) days and from backup systems within twelve (12) months, unless retention is required by applicable law.

Data export and deletion is handled per Module as follows:

• Marketing Module: Campaigns, subscribers, content, brand data, analytics, and Riovis Engine fingerprints are exported in JSON and CSV formats. AI-generated content and Riovis Pilot campaign history are included. Riovis Engine crawl data is purged and not exported.
• Influencers Module: Creator roster, campaign history, contract records, payment logs, and Sivoir Influencer Engine scoring data are exported in JSON and CSV formats. Marketplace-shared creator profiles are retained by the Company as they are not exclusive to the Subscriber.

8.6 Module-Specific Terms

Certain Modules carry supplemental Module Acknowledgments that address elevated-risk compliance obligations specific to each Module. These acknowledgments are presented to the Subscriber at the time of Module activation and are binding upon acceptance. Module Acknowledgments cover, without limitation:

• Marketing Module: FTC endorsement disclosure obligations, CAN-SPAM/CASL compliance, ad platform policy compliance, and responsibility for reviewing AI-generated content produced by Content Studio, Video Studio, and Riovis Pilot before publication.
• Influencers Module: Creator payment obligations, FTC endorsement compliance, tax reporting (1099), and Sivoir AI Influencer Engine recommendation disclaimers.

9. Integrations and API Use

9.1 Third-Party Integrations

The Platform may offer integrations with Third-Party Services, including but not limited to Shopify, WordPress, Meta, Google, and TikTok. These integrations are provided as a convenience to the Subscriber and do not constitute an endorsement, guarantee, or warranty by the Company regarding such Third-Party Services.

9.2 Third-Party API Changes

The Company does not guarantee the continued availability or compatibility of any Third-Party Service integration. Third-party providers may modify, restrict, or discontinue their APIs at any time, and the Company shall not be liable for any loss of functionality resulting from such changes.

9.3 API Rate Limits

API access is subject to rate limits that vary by Subscription Plan. The Subscriber must implement appropriate caching, error handling, and retry logic with exponential backoff in accordance with the Documentation. Exceeding rate limits may result in temporary throttling or suspension of API access.

9.4 Webhooks

If the Subscriber configures webhooks to receive event notifications from the Platform, the Subscriber is solely responsible for the security of its webhook endpoints, including implementing proper authentication, HTTPS transport, and input validation.

9.5 Data Transmission to Third Parties

Any data transmitted to or from Third-Party Services through the Platform’s integrations is governed by the respective third party’s terms of service and privacy policies. The Subscriber is responsible for reviewing and complying with such third-party terms.

10. Acceptable Use Policy

10.1 Permitted Use

The Platform shall be used solely for lawful commercial purposes in accordance with this Agreement and all applicable laws and regulations.

10.2 Prohibited Activities

The Subscriber shall not use the Platform to:

• Create, transmit, distribute, or store any content that is unlawful, defamatory, libelous, threatening, harassing, obscene, or fraudulent.
• Infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights.
• Collect, harvest, or scrape personal data or information about individuals without proper authorization or consent.
• Send unsolicited commercial messages (spam), chain letters, or pyramid schemes.
• Introduce, transmit, or distribute Malicious Code through or to the Platform.
• Attempt to gain unauthorized access to the Platform, other subscribers’ accounts, or any systems or networks connected to the Platform.
• Engage in activities that violate any applicable financial regulations, including securities laws and anti-money laundering statutes.
• Promote, market, or sell illegal products, controlled substances, or services prohibited by applicable law.
• Facilitate money laundering, terrorist financing, or other financial crimes.
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity.
• Violate any applicable export control laws, trade sanctions, or embargo regulations.

10.3 Enforcement

The Company reserves the right, but is not obligated, to investigate and take appropriate action against any Subscriber that violates this Acceptable Use Policy, including without limitation:

• Issuing a warning to the Subscriber.
• Suspending the Subscriber’s access to the Platform in whole or in part.
• Removing or disabling access to offending Content.
• Terminating the Subscriber’s account and this Agreement.
• Reporting the Subscriber’s activities to law enforcement authorities.

11. Anti-Spam and CAN-SPAM Compliance

11.1 Subscriber Responsibility

The Subscriber is solely responsible for ensuring that all commercial electronic messages sent through the Platform comply with all applicable anti-spam laws and regulations, including without limitation the CAN-SPAM Act (United States), CASL (Canada), and the ePrivacy Directive (European Union).

11.2 Required Practices

For all commercial email communications sent through the Platform, the Subscriber must:

• Include a valid physical postal address of the Subscriber or advertiser in every message.
• Include a clear and conspicuous opt-out mechanism in every message and honor all opt-out requests within ten (10) business days.
• Use accurate header information, including "From," "To," "Reply-To," and routing information.
• Use non-deceptive subject lines that accurately reflect the content of the message.
• Clearly identify the message as an advertisement where required by applicable law.

11.3 Prohibited List Sources

The Subscriber shall not use purchased, rented, borrowed, or scraped email lists to send messages through the Platform. All recipients must have provided valid consent or have an existing business relationship with the Subscriber as required by applicable law.

11.4 Bounce and Complaint Monitoring

The Company monitors bounce rates and spam complaint rates for all accounts. The Company reserves the right to suspend or limit the email sending capabilities of any account that exhibits high bounce rates or spam complaint rates that exceed industry standards, in order to protect the Platform’s sending reputation and deliverability for all subscribers.

11.5 Technology Provider Status

The Company is a technology providerthat makes email sending tools available to Subscribers. The Subscriber is the "sender" as defined by the CAN-SPAM Act and bears all legal responsibility for the content and compliance of messages sent through the Platform.

12. Service Level Agreement (SLA) and Uptime

12.1 Uptime Commitments

The Company commits to the following monthly uptime percentages and maximum SLA credit amounts based on Subscription Plan:

12.2 Downtime Exclusions

Downtime shall not include any period of unavailability resulting from:

• Scheduled maintenance performed during the designated maintenance window.
• Actions or inactions of the Subscriber, including misconfiguration or misuse of the Platform.
• Unavailability or failure of Third-Party Services beyond the Company’s reasonable control.
• Outages lasting less than five (5) minutes in duration.
• Service disruptions during free trial or beta periods.

12.3 Maintenance Window

The designated scheduled maintenance window is Sundays from 12:00 AM to 4:00 AM Central Time (CT). The Company will provide at least seventy-two (72) hours’ advance notice for any scheduled maintenance expected to result in downtime exceeding thirty (30) minutes.

12.4 SLA Credit Requests

To receive SLA credits, the Subscriber must submit a written request within thirty (30) days of the downtime event. SLA credits are applied as a credit toward future Subscription Fees and are not refundable and have no cash value.

12.5 Exclusive Remedy

SLA credits as described in this Section 12 are the Subscriber’s sole and exclusive remedy for any downtime, service interruption, or failure of the Platform to meet the uptime commitments set forth herein.

13. Intellectual Property Rights

13.1 Company Ownership

The Platform, including all software, code, algorithms, designs, user interfaces, documentation, AI models, training data, and all related IP Rights, is and shall remain the exclusive property of TopHare Software Studio LLC and its licensors. Nothing in this Agreement shall be construed to transfer any ownership interest in the Platform to the Subscriber.

13.2 Trademarks

RIOVISand all related names, logos, product and service names, designs, and slogans are trademarks of TopHare Software Studio LLC or its affiliates. The Subscriber shall not use such marks without the Company’s prior written permission.

13.3 AI Models and Training Data

The Subscriber acquires no rights to the underlying AI models, algorithms, neural network architectures, or training data used by the Platform’s AI Features. All such materials remain the exclusive property of the Company and its third-party AI providers.

The Subscriber acknowledges and agrees that the Company uses Subscriber Content, Personal Data, AI prompts, and AI-generated output to train, fine-tune, and improve the Company’s own proprietary AI and machine learning models (the “Sivoir AI Models”). This use is enabled by default. The Subscriber may opt out by emailing privacy@riovis.com, and the Company’s processing of Personal Data for this purpose is further described in the Privacy Policy and the Data Processing Agreement.

13.4 Usage Data

The Company retains all rights in and to Usage Data collected through the Platform. The Company may use Usage Data for purposes of operating, improving, and optimizing the Platform, generating aggregated and anonymized benchmarks, and developing new features and services.

13.5 Open Source Components

The Platform may incorporate open source software components, which are subject to their respective open source licenses. A list of open source components and their licenses is available upon request.

14. DMCA and Intellectual Property Infringement

14.1 DMCA Takedown Notices

If you believe that content available on or through the Platform infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated agent with the following information in writing:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest.
2. A description of the copyrighted work that you claim has been infringed.
3. A description of where the material that you claim is infringing is located on the Platform, with sufficient detail to enable the Company to locate it.
4. Your address, telephone number, and email address.
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
6. A statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

14.2 Counter-Notices

If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notification in accordance with 17 U.S.C. § 512(g)(3), including a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.

14.3 Repeat Infringer Policy

The Company maintains a policy to terminate the accounts of subscribers who are repeat copyright infringers in appropriate circumstances, in accordance with the DMCA and other applicable intellectual property laws.

14.4 Non-Copyright IP Claims

For claims of intellectual property infringement other than copyright (such as trademark or patent infringement), please contact the Company at legal@tophare.com.

15. Confidentiality

15.1 Obligations

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care. Each party shall use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

15.2 Exceptions

Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure, without an obligation of confidentiality.
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
• Is rightfully obtained by the receiving party from a third party without restriction on disclosure.

15.3 Compelled Disclosure

If the receiving party is compelled by law, regulation, or legal process to disclose the other party’s Confidential Information, the receiving party shall, to the extent legally permitted, provide prompt written notice to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy.

16. Representations and Warranties

16.1 Mutual Representations

Each party represents and warrants that:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
• It has full power and authority to enter into this Agreement and to perform its obligations hereunder.
• This Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms.
• The execution and performance of this Agreement does not and will not violate any other agreement to which it is a party or any applicable law or regulation.

16.2 Subscriber Representations

The Subscriber additionally represents and warrants that:

• It will use the Platform only for lawful purposes and in compliance with all applicable laws and regulations.
• All Content uploaded to the Platform does not and will not infringe, misappropriate, or violate any third party’s IP Rights or other proprietary rights.
• It has obtained all necessary consents, permissions, and licenses required to upload Content to the Platform and to use the Platform as contemplated by this Agreement.
• It is not subject to any export restrictions or sanctions that would prohibit its use of the Platform.
• It will maintain all required licenses, permits, and authorizations necessary for the conduct of its business as it relates to its use of the Platform.

17. Disclaimers of Warranty

THE PLATFORM, INCLUDING ALL AI FEATURES, GENERATED OUTPUT, CONTENT, INTEGRATIONS, APIS, AND DOCUMENTATION, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR QUALITY OF ANY GENERATED OUTPUT OR CONTENT.
• WARRANTIES THAT THE PLATFORM WILL BE FREE OF MALICIOUS CODE, BUGS, OR DEFECTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE SUBSCRIBER FROM THE COMPANY OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

18. Limitation of Liability

18.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Aggregate Liability Cap

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY THE SUBSCRIBER TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED UNITED STATES DOLLARS ($500.00).

18.3 Essential Basis of the Bargain

The Subscriber acknowledges that the limitations of liability set forth in this Section 18 are an essential element of this Agreement and form part of the basis of the bargain between the parties. The Company would not enter into this Agreement without these limitations.

18.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations set forth in this Section 18 shall apply to the fullest extent permitted by applicable law.

19. Indemnification

19.1 Subscriber Indemnification

The Subscriber shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• The Subscriber’s breach or alleged breach of any term, representation, or warranty in this Agreement.
• Any claim that the Subscriber’s Content infringes, misappropriates, or violates any third party’s IP Rights, privacy rights, or other proprietary rights.
• The Subscriber’s publication, distribution, or other use of Generated Output.
• The Subscriber’s violation of any Third-Party Service terms of service or policies.
• Any commercial email or electronic communication sent by the Subscriber through the Platform.
• Any claim brought by the Subscriber’s customers, end users, or other third parties arising from the Subscriber’s use of the Platform.
• Any claim brought by a creator, influencer, or other marketplace participant arising from the Subscriber’s use of the Riovis Creator Marketplace, including but not limited to claims related to contract disputes, non-payment, unauthorized use of a creator’s name, likeness, or content, or failure to comply with FTC endorsement disclosure requirements.
• Any decision made by the Subscriber based on AI-generated recommendations, scores, or assessments provided by the Sivoir Influencer Engine, Campaign Intelligence Engine, Market Intelligence, or any other AI-powered feature of the Platform.

19.2 Control of Defense

The Company shall have the right, at its option, to assume control of the defense of any claim subject to indemnification, in which case the Subscriber shall cooperate fully with the Company in asserting any available defenses. The Subscriber shall bear all costs and expenses associated with such defense, including attorneys’ fees.

20. Term and Termination

20.1 Subscription Term and Auto-Renewal

The Subscription Term shall commence on the Effective Date and continue for the period specified in the selected Subscription Plan or Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the Subscription Term shall automatically renew for successive periods of the same duration (monthly or annual, as applicable) at the then-current Subscription Fees.

20.2 Termination for Convenience by Subscriber

The Subscriber may terminate this Agreement for convenience at any time by providing written notice to the Company. Such termination shall be effective at the end of the current billing period. No refunds or credits shall be issued for the remaining portion of any prepaid Subscription Fees.

20.3 Termination by Company

The Company may terminate this Agreement and the Subscriber’s access to the Platform, immediately or upon notice, in the following circumstances:

• Material breach by the Subscriber that remains uncured for fifteen (15) days following written notice of such breach.
• Non-payment of Subscription Fees for thirty (30) or more days past the due date.
• Violation of the Acceptable Use Policy (Section 10), which the Company may, in its sole discretion, deem grounds for immediate termination without a cure period.
• Insolvency - the Subscriber becomes insolvent, files for bankruptcy, has a receiver appointed, or makes an assignment for the benefit of creditors.
• Legal or regulatory requirement- a court order, law, or regulatory action requires the Company to terminate the Subscriber’s access.
• Repeat infringement- the Subscriber is identified as a repeat infringer under the Company’s DMCA policy (Section 14).

20.4 Effects of Termination

Upon termination or expiration of this Agreement:

• All licenses granted to the Subscriber under this Agreement shall immediately cease.
• The Subscriber shall immediately discontinue all use of the Platform and delete any locally stored copies of Platform materials.
• The Subscriber shall have a thirty (30) day Export Window to retrieve its Content and data from the Platform, as described in Section 8.5.
• All outstanding Subscription Fees and other amounts owed by the Subscriber shall become immediately due and payable.

20.5 Survival

The following sections shall survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 6 (Subscriber Content and Data Rights), Section 13 (Intellectual Property Rights), Section 15 (Confidentiality), Section 17 (Disclaimers of Warranty), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 24 (Dispute Resolution), and Section 26 (General Provisions).

21. Beta Features

21.1 Availability and Nature

The Company may, from time to time, make available certain features, functionality, or services that are designated as "beta," "preview," "early access," or similar designations ("Beta Features"). Beta Features are provided "AS IS" without any warranty, SLA commitment, or support obligation.

21.2 Limitations

• Beta Features may contain bugs, errors, or defects and may not perform as expected.
• Beta Features may be modified or discontinued at any time without notice or liability.
• No SLA credits or service-level commitments apply to Beta Features.

21.3 Confidentiality

The existence, features, and functionality of Beta Features are Confidential Information of the Company. The Subscriber shall not disclose any information about Beta Features to third parties without the Company’s prior written consent.

21.4 Feedback

Any Feedback provided by the Subscriber regarding Beta Features is deemed assigned to the Company in accordance with Section 6.5 and may be used by the Company without restriction or compensation.

22. White-Label and Reseller Terms

22.1 Separate Addendum Required

Any white-label deployment or resale of the Platform requires a separate written addendum executed by both parties (the "White-Label/Reseller Addendum"). No right to white-label or resell is granted under this Agreement alone.

22.2 Addendum Scope

The White-Label/Reseller Addendum shall address, at a minimum:

• Scope of rights - the specific Platform features and modules authorized for white-label deployment or resale.
• End-customer terms - requirements for terms of service that the reseller must impose on its end customers.
• Support obligations - allocation of first-tier and second-tier support responsibilities between the Company and the reseller.
• Revenue share - the financial terms and revenue-sharing arrangements between the parties.
• Branding restrictions- guidelines and limitations on the use of the Company’s trademarks, branding, and intellectual property.
• Audit rights- the Company’s right to audit the reseller’s compliance with the addendum and this Agreement.

22.3 Reseller Responsibility

The reseller is solely responsible for ensuring its own compliance and the compliance of its end customers with all applicable terms of this Agreement, the White-Label/Reseller Addendum, and all applicable laws and regulations. The reseller shall be liable for all activities conducted by its end customers through the Platform.

23. Export Controls and Prohibited Territories

23.1 Compliance with Export Laws

The Platform and its underlying technology are subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security and economic sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.

23.2 Prohibited Territories

The Platform may not be accessed or used from, and no Content or data may be exported or re-exported to, any country or territory that is subject to comprehensive U.S. sanctions or embargoes, including without limitation:

• Cuba
• Iran
• North Korea
• Syria
• The Crimea, Donetsk, and Luhansk regions of Ukraine

23.3 Restricted Parties

The Subscriber represents and warrants that it is not listed on, and is not owned or controlled by any party listed on, any U.S. Government restricted party list, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, or the Denied Persons List.

23.4 Reporting and Termination

The Subscriber shall promptly report to the Company any known or suspected violation of export control laws in connection with the Platform. The Company reserves the right to immediately terminate the Subscriber’s access to the Platform upon learning of any such violation.

24. Dispute Resolution

24.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

24.2 Mandatory Informal Negotiation

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith informal negotiation for a period of thirty (30) days from the date written notice of the dispute is provided to the other party.

24.3 Binding Arbitration

If the dispute is not resolved through informal negotiation, the parties agree that the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Houston, Texas, or by video conference at the election of either party. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

24.4 Class Action Waiver

THE SUBSCRIBER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE SUBSCRIBER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE COMPANY.

24.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

24.6 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s IP Rights, Confidential Information, or other proprietary rights.

24.7 Costs

The Company shall pay the AAA filing fee. Each party shall bear its own attorneys’ fees and costs unless the arbitrator determines that a party’s claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party.

25. Modifications to the Agreement

25.1 Material Changes

The Company reserves the right to modify this Agreement at any time. For material changes, the Company shall provide at least thirty (30) days’ advance written notice to the Subscriber via email or through the Platform before the changes take effect.

25.2 Immediate Changes

Changes required to address security vulnerabilities, comply with applicable law or regulation, or respond to court orders may be implemented immediately without advance notice.

25.3 Acceptance

The Subscriber’s continued use of the Platform after the effective date of any modifications constitutes acceptance of the modified Agreement. If the Subscriber does not agree to the modified terms, the Subscriber must cancel its subscription and discontinue use of the Platform before the changes take effect.

26. General Provisions

26.1 Entire Agreement

This Agreement, together with all Order Forms, the Privacy Policy, the Data Processing Addendum, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.

26.2 Order of Precedence

In the event of a conflict between the documents comprising this Agreement, the following order of precedence shall apply (highest to lowest):

1. Order Form (including any amendments thereto)
2. Data Processing Addendum (DPA)
3. Terms of Service (this document)
4. Privacy Policy

26.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

26.4 Waiver

No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such party’s right to enforce such provision in the future.

26.5 Assignment

The Subscriber may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the Subscriber’s consent. Any purported assignment in violation of this section shall be null and void.

26.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or third-party service outages. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party.

26.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or franchise relationship between the parties.

26.8 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by email or certified mail, return receipt requested. Notices to the Company shall be sent to legal@tophare.com. Notices to the Subscriber shall be sent to the email address associated with the Subscriber’s account.

26.9 Headings

The headings and section titles in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

26.10 Counterparts

This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

26.11 Language

This Agreement is drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall control.

Contact Information

For questions or concerns regarding these Terms of Service, please contact:

TopHare Software Studio LLC
Houston, Texas
Email: legal@tophare.com