Terms of Service

1. Agreement to Terms

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

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

Individuals who merely interact with the Rivvi web-chat widget on a Customer's website, or who visit our websites, are subject to Sections 6 (communications), 12 (disclaimers), and the Privacy Policy, but do not thereby enter into the subscription agreement in these Terms.

2. Eligibility and Authority

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

• You are a healthcare organization or an 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 conversational AI platform that enables healthcare organizations to:

• Conduct automated voice and text (SMS) communications with patients and prospects
• Deploy an embeddable web-chat widget that captures contact details and consent
• Use an in-application AI assistant to summarize, draft, research, and take actions across connected systems
• Manage medication adherence, appointment, survey, and other outreach programs
• Upload and process data via Excel/CSV files or API
• Record, transcribe, and analyze interactions (including optional voice/emotional analysis)
• Connect third-party systems (CRM, business intelligence, collaboration, telephony, scheduling, and referral networks) using the Customer's own credentials
• Generate reports, analytics, and organization research

3.2 Artificial Intelligence

The Platform uses artificial intelligence and large language models. AI output may be inaccurate, incomplete, or unsuitable for a given purpose. AI output does not constitute medical, legal, or professional advice, and must be reviewed by qualified personnel before it is relied upon. You are responsible for your use of AI features and for any decisions made based on AI output. Where AI features process PHI, they operate within a HIPAA-eligible environment under our Business Associate Agreement and applicable subprocessor agreements.

3.3 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, and is not intended for emergency communications.

4. Account Registration and Security

4.1 Account Creation

To use the Platform you must provide accurate, current, and complete registration information; keep it accurate; create strong, unique credentials; and maintain the confidentiality of account credentials.

4.2 Account Security

You are responsible for all activity under your account, for promptly notifying us of any unauthorized use, for ensuring your users comply with these Terms, and for 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). If you indicate during signup that you will not process PHI, you must not submit PHI to the Platform until a BAA is executed.

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, and the HITECH Act. The BAA governs the parties' respective obligations with respect to PHI and controls over any conflicting provision of these Terms as to PHI.

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 (and prior express written consent for marketing) before initiating any calls or texts
• Maintain consent records for a minimum of 4 years
• Honor all opt-out requests promptly
• Comply with time-of-day restrictions (8 AM – 9 PM in the 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

6.2 Consent Requirements

Before initiating patient communications, you must have obtained appropriate consent for the communication type, documented the date, time, and method of consent, and confirmed the phone number belongs to the intended recipient. For contact details captured through the web-chat widget, phone/SMS consent is collected as a separate, unchecked opt-in with the disclosures required for prior express written consent.

6.3 Platform TCPA Features

The Platform provides tools to support TCPA compliance, including consent tracking, automated calling-window enforcement, opt-out processing and suppression lists, call-frequency limiting, Do-Not-Call handling, and audit trails.

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 the TCPA or related regulations, including 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 communications
• Initiate communications without proper consent
• Override or circumvent TCPA or other compliance features
• Submit PHI before executing a BAA
• 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, or use the Platform to develop a competing product
• Use the Platform, its AI features, or its outputs to train a competing model
• 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 and support the Services, consistent with the Privacy Policy and the BAA.

8.2 Data Requirements

When uploading data, you must have all necessary rights and consents, ensure accuracy, include required consent indicators, follow Platform data-format specifications, and comply with all applicable privacy laws.

8.3 Connected Systems

When you connect a third-party system using your own credentials, you authorize Rivvi to access and exchange data with that system as directed through the Platform. Your use of connected systems is also governed by those providers' terms.

8.4 Aggregated Data

Rivvi may create aggregated, de-identified data from Platform usage for service improvement, research, benchmarking, and feature development. Such data will not identify any individual or Customer. Rivvi will not permit its AI subprocessors to use PHI or Customer Data to train their general-purpose models.

9. Fees, Trials, and Payment

9.1 Subscription Fees

You agree to pay all fees according to your selected plan, including any seat, credit, usage, or overage charges.

9.2 Trials

We may offer a trial subject to a time limit and/or a usage cap (such as a voice-minute allowance). We may require a valid payment method to start a trial. Unless you cancel before the trial ends, your subscription and associated charges may begin automatically. If no valid payment method is on file at the end of a trial, the account may be paused rather than charged.

9.3 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 suspension; and we may change fees with 30 days' notice. Payments are processed by Stripe, and by providing a payment method you authorize recurring and, where applicable, off-session charges for your subscription and usage. Card and bank details are collected and stored by Stripe; Rivvi does not store full payment card numbers.

9.4 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 to 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 and AI Disclaimer

RIVVI DOES NOT PROVIDE MEDICAL ADVICE. THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. AI-GENERATED OUTPUT MAY BE INACCURATE OR INCOMPLETE AND MUST BE REVIEWED BY QUALIFIED PERSONNEL. 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 ARISING FROM YOUR USE; OR 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; your use of connected third-party systems; and 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 acceptance or 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 not cured within 10 days, or immediately for violations of law or regulations.

14.3 Effect of Termination

Upon termination, your access will be disabled, you must pay all outstanding fees, you may export your data within 30 days, and confidentiality and other provisions that by their nature should survive will survive.

15. Modifications to Terms

We may modify these Terms. We will notify you of material changes via email or platform notification and update the version and "Last updated" date. Continued use after changes take effect constitutes acceptance.

16. Governing Law and Disputes

16.1 Governing Law

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

16.2 Dispute Resolution

Any disputes shall be resolved through binding arbitration in Delaware under the Commercial Arbitration Rules of the American Arbitration Association.

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 AI Inc. Legal Department Email: legal@rivvi.ai

18. Contact Information

For questions about these Terms or our Services:

General Support — support@rivvi.ai Legal and Compliance — legal@rivvi.ai HIPAA Compliance — 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.