Terms of Service

Date of Last Revision: August 29, 2024

THE FOLLOWING TERMS OF SERVICE (THESE “TERMS”) DESCRIBE THE TERMS AND CONDITIONS ON WHICH RIVIO LLC (“RIVIO”) OFFERS YOU ACCESS TO ITS CLOUD-BASED DOCUMENT CLEARINGHOUSE APPLICATION (THE “RIVIO SERVICE”).

The RIVIO Service makes it easier for companies and individuals to share documents in a trusted manner, with full audit trails. Because the RIVIO Service is cloud based, you can access the RIVIO Service through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.

By clicking “I have read and accept the Terms of Service” and using the RIVIO Service you acknowledge and agree to be bound by these Terms as of the first date of such acceptance and use (the “Effective Date”). If you are using the RIVIO Service on behalf of a firm, company or other legal entity: (a) you are accepting these Terms on behalf of such firm, company or other legal entity (in which event, “you” or “your” will refer to that firm, company or other legal entity), (b) you represent, warrant and covenant to RIVIO that you have the authority to bind such firm, company or other legal entity to these Terms, (c) you acknowledge that these Terms will apply to any usage of the RIVIO Service by any other individuals on behalf of such firm, company or other legal entity following the Effective Date and you shall be responsible for such usage, unless such firm, company or other legal entity has a separate contract in effect with us, in which event the terms of that contract will govern your use of the RIVIO Service instead of these Terms, (d) you shall remain responsible for your users’ use of, and access to, the RIVIO Service, and (e) you represent, warrant and covenant that you are of the legal age in your jurisdiction to execute and be legally bound by contractual terms and conditions.

1. RIVIO Service.
   1. Generally. The RIVIO Service acts as a clearinghouse in which authorized users may provide, request and receive financial or other information from participating companies. RIVIO is not involved in any actual transaction between users of the RIVIO Service. RIVIO has no control over, and does not review or verify, the quality, accuracy, timeliness or legality of the requests, responses, documents or other content uploaded to the RIVIO Service and exchanged between users on the RIVIO Service (collectively, the “Uploaded Information”). You further acknowledge and agree that: (a) the RIVIO Service (i) is not a permanent storage facility, (ii) is intended only to temporarily store secondary copies of the Uploaded Information, (iii) does not maintain a “master” copy or the original of the Uploaded Information, and (iv) does not otherwise function as a source of record for the Uploaded Information; and (b) RIVIO shall not be responsible for (i) the content of the Uploaded Information, or (ii) the modification, use, publication, loss or transmittal of the Uploaded Information by the RIVIO Service or any third party, and (c) RIVIO does not control, verify or endorse the Uploaded Information that you or other users upload into the RIVIO Service.
   2. User Identification. RIVIO asks users to identify themselves when they register for the RIVIO Service; however, RIVIO cannot and does not confirm each user’s purported identity. Therefore, you should confirm the authenticity of any communication you receive on the RIVIO Service before sharing any Uploaded Information.
   3. Accounting Firms. The following provisions apply to your use of the RIVIO Service if you are an accounting firm and you are based in the United States:
      1. RIVIO will verify that you are licensed to practice public accounting by one or more state boards of accountancy and such licensure remains in good standing (i.e. has not been revoked or suspended).
      2. If you perform services subject to peer review, you represent, warrant and covenant to RIVIO that (i) you are duly enrolled in a peer review program approved by the AICPA or a state board of accountancy, and (ii) if you are performing audits, you have had a systems review. You hereby authorize the AICPA Peer Review Board or other appropriate authority to disclose to RIVIO the type of peer review performed and the date on which such peer review was performed.
      3. You acknowledge and agree that if you share Uploaded Information with a third party through the RIVIO Service (a “1st Degree Recipient”), and this 1st Degree Recipient, then shares the Uploaded Information with other third parties (“2nd Degree Recipients”), the RIVIO Service will not disclose to you the identity of the 2nd Degree Recipients unless you specifically request this information.
2. Customer Support. Customer support is available at customer.support@rivio.com.
3. Uploaded Information.
   1. General. The “Owner” of Uploaded Information is the person or entity that controls the distribution rights of Uploaded Information. A person or entity that has access to Uploaded Information through the RIVIO Service but is not the Owner of the Uploaded Information cannot share the Uploaded Information with another entity through the RIVIO Service without the consent of the Owner. If you upload new Uploaded Information onto the RIVIO Service, you are by default designated as the Owner of such Uploaded Information. You are solely responsible for your Uploaded Information and ensuring that you have all required rights with respect to such Uploaded Information. At any time, you can transfer the distribution rights of the Uploaded Information to another person or entity, at which time, the transferee becomes the Owner of the Uploaded Information and you relinquish your right to further control the distribution of the Uploaded Information. You acknowledge and agree that RIVIO does not and cannot control access to, or security of, Uploaded Information you or other users share outside of the RIVIO Service (e.g., emailed or printed), and that when you share Uploaded Information, you may be allowing others to access and use your Uploaded Information in any way and without further restriction.
   2. Removal of Information. You may request the removal of your Uploaded Information or Uploaded Information of another person or entity for which you are the Owner from the RIVIO Service by contacting customer support at the e-mail address provided above.
   3. Subpoena or Court Order for Uploaded Information. In the event RIVIO receives a subpoena or order from a court of competent jurisdiction relating to your Uploaded Information or Uploaded Information for which you are the Owner, then, to the extent permitted by applicable law and to the extent time permits, prior to disclosing such Uploaded Information, RIVIO shall endeavor to (a) inform you of such subpoena or order; and (b) provide you an opportunity to quash or respond to such request.
4. Restricted Activities. You shall not, and, to the extent you are a legal entity, you shall cause your users not to: (a) damage, overburden, impair or otherwise interfere with the proper working of the RIVIO Service or any activities conducted on the RIVIO Service, or use any device, software or routine to bypass or interfere, with the security features of the RIVIO Service; (b) resell or redistribute the RIVIO Service, or use the RIVIO Service to develop, operate, promulgate, market or otherwise make available to the public (directly or indirectly) any service that competes with the RIVIO Service; (c) use the RIVIO Service to infringe or misappropriate any intellectual property rights or the privacy or publicity rights of any person or entity; (d) use the RIVIO Service to violate any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection or antidiscrimination); (e) upload or share Uploaded Information that is false, inaccurate, misleading, fraudulent, or infringing upon or misappropriating the intellectual property rights or the privacy or publicity rights of any person or entity; (f) upload or share any Uploaded Information, or otherwise use the RIVIO Service in any way, that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) upload or share any Uploaded Information that contains, or otherwise use the RIVIO Service to transmit, any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (h) upload or share any Uploaded Information illegally or without the requisite approvals, or that causes harm to others. If you become aware of unauthorized access to, or inappropriate use of, the RIVIO Service or any Uploaded Information, you shall notify us immediately, cooperate with RIVIO and assist in the termination of such access or use.
5. Fees. RIVIO offers both free and paid versions of the RIVIO Service. Should you purchase a paid version of the RIVIO Service, the fees will be quoted to you when you purchase the RIVIO Service (the “Fees”), and such Fees will be due in full upon purchase. RIVIO may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. RIVIO may increase the Fees at any time in its sole discretion; provided, however, that if you prepaid Fees for a specific duration, the Fees for your use of the RIVIO Service during such duration will remain unchanged. You authorize RIVIO to charge your provided payment method for the RIVIO Service you have selected and for any paid feature(s) of the RIVIO Service that you choose.
6. Suspension and Termination. Without limiting any other remedies available to RIVIO, RIVIO may immediately, and without notice to you, suspend or terminate your access to and use of the RIVIO Service if: (a) you breach these Terms or the Privacy Statement; (b) RIVIO is unable to verify or authenticate any information you provide to RIVIO (should RIVIO choose, in its sole discretion, to do so); (c) your use of the RIVIO Service may cause financial loss or other harm to, or legal liability for, RIVIO or other users of the RIVIO Service; or (d) RIVIO determines, for any reason or no reason at all, that it no longer wants you to have access to the RIVIO Service. Upon such suspension or termination, RIVIO may notify users that have accessed your Uploaded Information that you are no longer authorized to use the RIVIO Service. You acknowledge and agree that if your account is suspended or terminated, you will no longer have access to the Uploaded Information in the RIVIO Service.
7. Electronic Communications; Identifiers and Passwords; Authentic Documents. RIVIO utilizes encryption technologies in an effort to protect Uploaded Information. You acknowledge that you will not be able to use the RIVIO Service unless you use Internet browsers that support the use of encryption (such as the latest versions of Internet Explorer, Firefox, Safari or Chrome). You agree to safeguard your user ID and password. If you receive Uploaded Information of another user, you agree to provide access to such Uploaded Information only to personnel who are authorized to receive such Uploaded Information. You will notify RIVIO immediately if you believe that your identification code or password has been lost, stolen or compromised in any respect. You acknowledge and agree that RIVIO and all other persons receiving Uploaded Information through the RIVIO Service shall be entitled to trust and assume, in all instances, that Uploaded Information transmitted through your user ID has been transmitted by you, with the same effect and intent as if such Uploaded Information had been transmitted in written form bearing your written signature.
8. Privacy. RIVIO’s current Privacy Statement is available at https://www.rivio.com/privacy-statement (the “Privacy Statement”). The Privacy Statement is incorporated herein by reference and describes how RIVIO may collect and use certain information about you and your use of the RIVIO Service.
9. NO WARRANTY; DISCLAIMER. RIVIO AND ITS AFFILIATES PROVIDE THE RIVIO SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. RIVIO AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES (STATUTORY OR OTHERWISE), REGARDING THE RIVIO SERVICE OR ANY OTHER MATTER, AND HEREBY SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO THE MERCHANTABILITY, SECURITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR USE OR PURPOSE. RIVIO AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE RIVIO SERVICE WILL BE ERROR FREE, FREE OF HARMFUL COMPONENTS OR AVAILABLE AT ALL TIMES, OR WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE RIVIO SERVICE OR ANY CONTENT THEREIN, INCLUDING THE AUTHENTICITY OR SECURITY OF ANY UPLOADED INFORMATION. YOU ACKNOWLEDGE THAT FEATURES OF THE RIVIO SERVICE DESIGNED TO RESTRICT ACCESS TO THE UPLOADED INFORMATION CANNOT PREVENT UNAUTHORIZED MANUAL COPYING OF THE UPLOADED INFORMATION AND WILL NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS. ANY PERSON OR ENTITY WHO RELIES ON INFORMATION OBTAINED FROM THE RIVIO SERVICE DOES SO AT HIS OR HER OWN RISK. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RIVIO SERVICE OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE RIVIO SERVICE.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL RIVIO, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE RIVIO SERVICE OR THESE TERMS, INCLUDING, BUT NOT LIMITED TO, THE USE OF, REFERENCE TO OR RELIANCE ON THE RIVIO SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (A) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (B) LOSS OF GOODWILL OR REPUTATION, (C) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF THE RIVIO SERVICE, (D) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (E) COST OF REPLACEMENT GOODS OR SERVICES, OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY OF RIVIO, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES FOR ANY AND ALL CLAIMS RELATING TO THE RIVIO SERVICE OR THESE TERMS IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO RIVIO IN THE 12 MONTHS PRECEDING THE FIRST DATE ON WHICH SUCH LIABILITY AROSE, AND (B) $1,000.
11. Indemnity. You shall indemnify, hold harmless, and defend RIVIO, its affiliates and its and their officers, directors, employees, agents, successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, made by third parties arising out of or related to your use of the RIVIO Service, or in any way related to your Uploaded Information.
12. Compliance with Laws. You represent, warrant and covenant that you will use the RIVIO Service and any Uploaded Information in accordance with all applicable laws, rules or regulations.
13. No Agency; No Third Party Beneficiaries. You and RIVIO are independent contractors, and these Terms do not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. There are no third party beneficiaries of these Terms and your use of the RIVIO Service does not create or negate any rights in any user of the RIVIO Service which may or may not exist prior to or after the receipt of any Uploaded Information from the RIVIO Service.
14. Notices. All notices related to these Terms shall be given to RIVIO by postal mail to RIVIO, LLC; c/o CPA.com, 1345 Avenue of the Americas, New York, NY 10105, and electronically to you to the email address you provide to RIVIO during the registration process. Notice sent via postal mail to RIVIO shall be deemed given three days after the date of mailing, or on the date of actual receipt, whichever is sooner. Notice delivered electronically to you shall be deemed given 24 hours after email is sent, unless RIVIO is notified that the email address is invalid, in which case, RIVIO may give you notice by postal mail to the address provided to RIVIO during the registration process, in which case notice shall be deemed given three days after the date of mailing, or on the date of actual receipt, whichever is sooner. You consent to receive notices, disclosures and other communications from RIVIO electronically, and as a result, you agree that all notices, disclosures and other communications that RIVIO provides to you electronically satisfy any legal or contractual requirement that such communications be in writing.
15. Governing Law. These Terms and the rights and obligations of the parties as well as any disputes arising under these Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of New York excluding its rules of conflicts of law. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts in New York, New York with respect to all disputes arising out of or relating to these Terms or the RIVIO Service.
16. General. RIVIO may amend these Terms at any time by posting the amended terms on the RIVIO Service or otherwise notifying you in writing of the amended terms. Your continued use of the RIVIO Service after RIVIO posts the amended terms or sends a notice about the amended terms means you are consenting to the updated Terms. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign these Terms without the prior written consent of RIVIO. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. These Terms set forth the entire understanding and agreement between the parties with respect to the subject matter hereof. Sections 1, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive any termination or expiration of these Terms.