Terms of Service

Last updated: December 29, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Rivvi, Inc. ("Rivvi," "we," "us," or "our") and the healthcare organization ("Customer," "User," "you," or "your") accessing or using the Rivvi patient engagement platform and related services ("Platform" or "Services").

By accessing or using our Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

2. Eligibility and Authority

By agreeing to these Terms, you represent and warrant that:

You are a healthcare organization or authorized representative thereof
You are at least 18 years of age
You have the legal authority to bind your organization to these Terms
Your use of the Platform will comply with all applicable laws and regulations

3. Description of Services

3.1 Platform Capabilities

Rivvi provides a cloud-based patient engagement platform that enables healthcare organizations to:

Conduct automated voice and text communications with patients
Manage medication adherence programs
Schedule and remind patients of appointments
Conduct health surveys and assessments
Track patient engagement and outcomes
Upload and process patient data via Excel/CSV files
Record and analyze patient interactions
Generate reports and analytics

3.2 Service Limitations

The Platform:

Does not provide medical advice or diagnose conditions
Does not replace professional medical judgment
Does not guarantee patient compliance or health outcomes
Is not intended for emergency medical communications

4. Account Registration and Security

4.1 Account Creation

To use the Platform, you must:

Provide accurate, current, and complete registration information
Maintain and update your information to keep it accurate
Create strong, unique passwords for all user accounts
Maintain the confidentiality of account credentials

4.2 Account Security

You are responsible for:

All activities that occur under your account
Immediately notifying us of any unauthorized use
Ensuring all users comply with these Terms
Managing user access and permissions appropriately

5. HIPAA Compliance and Business Associate Agreement

5.1 Business Associate Agreement Required

Before processing any Protected Health Information (PHI) through the Platform, you must execute our Business Associate Agreement (BAA).

5.2 HIPAA Obligations

Both parties agree to comply with all applicable provisions of HIPAA, including:

The Privacy Rule
The Security Rule
The Breach Notification Rule
The HITECH Act

6. TCPA Compliance and Communication Requirements

6.1 Customer's TCPA Responsibilities

You represent, warrant, and covenant that you will:

Obtain and document prior express consent before initiating any calls or texts
Ensure written consent for automated/prerecorded calls as required by TCPA
Maintain consent records for a minimum of 4 years
Honor all opt-out requests within 24 hours
Comply with time-of-day restrictions (8 AM - 9 PM recipient's local time)
Limit call attempts as configured in the Platform
Ensure all uploaded contact information is accurate and consented
Implement and maintain a TCPA compliance program

Before initiating any patient communications, you must have:

Verified patient identity
Obtained appropriate consent for the communication type
Documented the date, time, and method of consent
Confirmed the phone number belongs to the intended recipient

6.3 Platform TCPA Features

The Platform provides tools to support TCPA compliance, including:

Consent tracking and management
Automated time zone detection and calling window enforcement
Opt-out processing and suppression lists
Call frequency limiting
Do Not Call (DNC) registry integration (if enabled)
Audit trails and reporting

6.4 TCPA Indemnification

You agree to indemnify, defend, and hold harmless Rivvi from any claims, damages, penalties, or expenses arising from your violation of TCPA or related regulations, including but not limited to failures to obtain proper consent or honor opt-out requests.

7. Acceptable Use Policy

7.1 Permitted Uses

You may use the Platform only for lawful healthcare-related purposes consistent with these Terms.

7.2 Prohibited Uses

You may not:

Use the Platform for emergency medical communications
Initiate communications without proper patient consent
Override or circumvent TCPA compliance features
Upload malicious code or attempt to compromise Platform security
Use the Platform for debt collection
Misrepresent the purpose or source of communications
Sell or transfer your account access
Reverse engineer or attempt to derive source code
Use the Platform to violate any laws or regulations
Harass, abuse, or harm any individuals
Transmit spam or unsolicited communications

8. Data Use and Ownership

8.1 Customer Data

You retain all ownership rights to data you upload or input into the Platform ("Customer Data"). You grant Rivvi a limited license to process Customer Data solely to provide the Services.

8.2 Data Requirements

When uploading patient data, you must:

Have all necessary rights and consents
Ensure data accuracy and completeness
Include required consent indicators
Follow Platform data format specifications
Comply with all applicable privacy laws

8.3 Aggregated Data

Rivvi may create aggregated, de-identified data from Platform usage for:

Service improvement
Industry research
Benchmarking
New feature development

Such aggregated data will not identify any individual patient or Customer.

9. Fees and Payment

9.1 Subscription Fees

You agree to pay all fees according to your selected subscription plan and any additional usage charges.

9.2 Payment Terms

Fees are due in advance on a monthly or annual basis
All fees are non-refundable except as required by law
Late payments may result in service suspension
We may change fees with 30 days' notice

9.3 Taxes

You are responsible for all applicable taxes, except for taxes based on Rivvi's income.

10. Intellectual Property

10.1 Rivvi Property

The Platform and all associated intellectual property rights remain the exclusive property of Rivvi and its licensors.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to use the Platform solely for your internal healthcare operations.

10.3 Feedback

Any feedback, suggestions, or ideas you provide may be used by Rivvi without restriction or compensation.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and use it only as necessary to perform under these Terms.

12. Disclaimers and Limitations of Liability

12.1 Service Availability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 Healthcare Disclaimer

RIVVI DOES NOT PROVIDE MEDICAL ADVICE. THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. ALWAYS CONSULT QUALIFIED HEALTHCARE PROVIDERS FOR MEDICAL DECISIONS.

12.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVVI SHALL NOT BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
LOST PROFITS, REVENUE, OR DATA
PATIENT HEALTH OUTCOMES
TCPA VIOLATIONS OR PENALTIES
DAMAGES EXCEEDING THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM

13. Indemnification

13.1 Customer Indemnification

You agree to indemnify and hold harmless Rivvi from any claims arising from:

Your violation of these Terms
Your violation of any laws or regulations
TCPA or other communication law violations
Inaccurate or unauthorized data
Your users' actions on the Platform
Patient claims related to your healthcare services

13.2 Procedure

The indemnified party will promptly notify the indemnifying party of any claim and cooperate in the defense.

14. Term and Termination

14.1 Term

These Terms commence upon your first use of the Platform and continue until terminated.

14.2 Termination

Either party may terminate:

For convenience with 30 days' written notice
Immediately for material breach if not cured within 10 days
Immediately for violations of law or regulations

14.3 Effect of Termination

Upon termination:

Your access to the Platform will be disabled
You must pay all outstanding fees
You may export your data within 30 days
Confidentiality obligations survive

15. Modifications to Terms

We may modify these Terms at any time. We will notify you of material changes via email or Platform notification. Continued use after changes constitutes acceptance.

16. Governing Law and Disputes

16.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles.

16.2 Dispute Resolution

Any disputes shall be resolved through binding arbitration in Wyoming under AAA Commercial Arbitration Rules.

16.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or breaches of confidentiality.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the BAA and any Order Forms, constitute the entire agreement between the parties.

17.2 Severability

If any provision is found unenforceable, the remaining provisions shall continue in effect.

17.3 No Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

17.4 Assignment

You may not assign these Terms without our prior written consent. We may assign our rights to a successor entity.

17.5 Force Majeure

Neither party shall be liable for delays due to circumstances beyond their reasonable control.

17.6 Notices

Legal notices must be sent to:

Rivvi, Inc.
Legal Department
Email: legal@rivvi.ai

18. Contact Information

For questions about these Terms or our Services:

General Support
Email: support@rivvi.ai

Legal and Compliance
Email: legal@rivvi.ai

HIPAA Compliance
Email: hipaa@rivvi.ai

By using the Rivvi Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.