Terms and Conditions of Service

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1. SERVICES

A. RIVR_Tech shall provide to Customer the Services ordered during the Term defined within this Agreement.  As used hereinafter, the “Services” refer singularly or collectively to the Services specified in

B. All Services are subject to ongoing availability, including RIVR_Tech’s ability to offer a Service in compliance with all applicable laws and regulations.  All Services Exhibits, as amended and added by the mutual written agreement of Customer and RIVR_Tech, shall be subject to the terms of this Agreement.

C. RIVR_Tech is entitled to modify, alter, improve or change the Services and the parties providing the Services without notice.  Customer will be deemed to have agreed to the modification, alteration, improvement or change by continuing to use the Service.

2. TERM

A. These standard term for Residential or basic Business services is Month-to-Month and can be terminated by either party at any time. The Agreement commences on the date the customer applies for service.

B. Non-Standard terms may be offered by the company to certain Business Services. For these services, the terms and conditions of service agreed upon by both parties supersedes the standard terms.

3. CUSTOMER RIGHTS AND OBLIGATIONS

A. RIVR_Tech’s obligation to provide the Services is conditioned upon Customer fulfilling its obligations and the timely payment of all amounts owed pursuant to this Agreement. Customer specifically agrees that each of the obligations set forth in this Section 3 are material and that its failure to comply with any of these obligations shall constitute a material breach of Agreement permitting RIVR_Tech to exercise its termination rights pursuant to Section 10.

B. Customer shall not engage in any activities, practices or business endeavors that would: (i) prevent RIVR_Tech’s ability to perform its obligations hereunder; (ii) adversely impact the reputation of RIVR_Tech or its suppliers; or (iii) constitute a false or misleading representation regarding RIVR_Tech or its suppliers or the Services.

C. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall limit or in any way affect RIVR_Tech’s right to provide any services to other parties.

D. Customer represents and warrants:

i. Customer has a non-transferrable right to use RIVR_Tech software and shall not allow any third parties or third-party providers use of the software without the express written consent of RIVR_Tech.

ii. Customer’s use of the Services will comply with all applicable laws, rules and regulations applicable to their respective uses and performance obligations under this Agreement or any related terms and conditions, acceptable use policy, privacy policy or other policy applicable to each particular Service;

iii. Customer is authorized to provide all data and information submitted to RIVR_Tech and has received all necessary consents for such disclosure and use;

iv. Customer will use commercially reasonable efforts to implement reasonable physical, technical and administrative safeguards for Customer’s information technology systems (including but not limited to as required by law), including without limitation preventing any virus, Trojan horse, worm or other disabling code from being transmitted to or introduced into the RIVR_Tech systems that provide the Services;

v. Both parties agree not to make changes to any Customer Equipment without prior written notice to (which may be in electronic or email form) and consent by the other party, such consent not to be unreasonably withheld. 

E. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Services, and to terminate any unauthorized use.  Customer will promptly notify RIVR_Tech of any unauthorized use of, or access to, the Services of which it becomes aware. In any event, Customer shall be responsible for all use of the Services provided to it regardless of whether it is authorized or if Customer provides notice to RIVR_Tech.

F. In order to safeguard the integrity of the network or provisioning of the Service(s), RIVR_Tech may take measures and give instructions to the Customer that RIVR_Tech considers necessary in order to prevent or correct deficiencies in the network or the Service and the Customer hereby agrees to immediately follow all such instructions or to allow RIVR_Tech or its sub-contractors access to any location to prevent or correct deficiencies as aforesaid.

4. FEES AND PAYMENT

A. Customer agrees to pay RIVR_Tech’s fees in accordance with the terms of this Section 4 for all Services provided hereunder and all applicable taxes and fees in accordance with Section 5. RIVR_Tech will invoice Customer in advance for services to be rendered. 

B. Invoices and charges generated are due within thirty (30) days of issuance.

C. Any amount due but unpaid within thirty (30) days of the invoice due date will be charged a late payment fee equal to the lesser of: (i) six dollars ($6.00)  (ii) the maximum lawful rate and such late fee will be immediately due and payable without necessity of demand by RIVR_Tech.  Disputed amounts exclude any Customer claims that the Services do not perform as warranted and consist exclusively of Customer’s claim of mistakes in RIVR_Tech’s billings. In the event of any default, Customer shall pay all costs incurred by RIVR_Tech in collecting any amounts that are due and payable under this Agreement, including reasonable attorneys’ fees and costs.

D. RIVR_Tech shall also have the right, after giving Customer fifteen (15) days written notice (“Late Payment Notice”), to cancel or suspend any and all Services until Customer has paid any arrearages, including any late fees.

E. If Customer objects to any portion of an invoice, the Customer shall so notify RIVR_Tech by providing a written notice of dispute within thirty (30) days of the invoice date. Customer shall identify the specific cause of the disagreement and the amount in dispute. If notice of dispute is not given within the time required by this section, then the invoice is deemed to be accepted as submitted. Customer shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Interest as stated above shall be paid by the Customer on all unpaid disputed invoice amounts that are subsequently resolved in RIVR_Tech’s favor and shall be calculated on the unpaid balance from the due date of the invoice. Any dispute over invoiced amounts due that cannot be resolved within thirty (30) calendar days of the notice of dispute by direct negotiation between the parties shall be resolved within thirty (30) days in accordance with the Adjudication provision of this Agreement. 

F. Customer’s execution of this Agreement signifies Customer’s acceptance of RIVR_Tech’s initial and continuing credit review and approval.  RIVR_Tech reserves the right to condition provision of Services on such credit review and/or reasonable assurance of payment.

G. No acceptance of partial payment(s) by RIVR_Tech shall constitute a waiver of any rights to collect the full balance owed under the Agreement. RIVR_Tech reserves the right to: (a) vary the billing frequency at any time upon mutual agreement of the Parties; and (b) re-issue any bill if any error is subsequently discovered. If a payment is dishonored or cancelled, Customer shall reissue such payment in a form acceptable to RIVR_Tech and pay to RIVR_Tech any: (a) resulting bank or other charges incurred by RIVR_Tech; and (b) associated reasonable administration charge imposed by RIVR_Tech.

H. Accounts with an outstanding balance will be subject to collections and credit processes as soon as 120 days after the issuance of the oldest charges. 

I. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to RIVR_Tech under the Agreement or at law or in equity.

5. TAXES

A. All amounts due hereunder are net amounts to be received by RIVR_Tech. With the exception of taxes due on RIVR_Tech’s income, Customer shall be solely responsible for any and all local, state, and federal taxes, duties, fees, and charges of whatever kind imposed by any governmental or quasi-governmental bodies (including, without limitation, any sales tax, services tax, withholding tax, excise tax, ad valorem tax, use tax, value added tax, consumption tax, gross receipts tax, foreign withholding tax (which will be grossed up), excise tax, access tax, bypass tax, franchise tax or other charges) applicable to, imposed on or arising from Customer’s operations or the sale or use of any Service provided by RIVR_Tech under the Agreement (such charges collectively referred to herein as “Taxes”). 

B. In the event RIVR_Tech (or its agents or affiliates) are required to pay any Tax, Customer shall reimburse RIVR_Tech for such payments upon invoice from RIVR_Tech.  Reimbursement charges for Taxes may be changed or added by RIVR_Tech without notice as a result of any change in the applicable tax law or tax rates.  Customer will also be solely responsible to pay any Taxes that become applicable retroactively.

C. If Customer believes itself to be exempt from payment of or liability for any Applicable Taxes and does not want to get invoiced for these Applicable Taxes, it must provide RIVR_Tech with the relevant Certificate(s) demonstrating its eligibility for exemption.

D. Customer’s obligation to pay Applicable Taxes, if applicable, under this Clause 5 will survive the expiration or early termination of these terms and conditions.

6. CUSTOMER EQUIPMENT

A. RIVR_Tech shall have unrestricted Internet access to Customer’s equipment that is necessary for RIVR_Tech to perform the Services, including, without limitation, logins, related passwords and IP addresses (collectively, “Customer Equipment”).  Both parties agree not to make changes to any Customer Equipment without prior written notice to (which may be in electronic or email form) and consent by the other party, such consent not to be unreasonably withheld.

B. Upon the end of the Service Term, Customer shall promptly return to RIVR_Tech or its suppliers all Customer Equipment. RIVR_Tech is entitled to invoice any and all costs arising out of or in connection with Customer’s failure to return the Customer Equipment immediately. Upon the return of said equipment, in original condition or with normal wear and tear, Customer will receive a refund of billed charges, full or partial, to Customer’s account.  For a full refund, equipment must be returned within ten (10) calendar days of the end of the Service Term. Equipment returned between ten (10) and twenty (20) calendar days of the end of the Service Term are eligible for a partial refund of fifty percent (50%) of invoiced amount.  Equipment returned after twenty (20) calendar days will have no obligation for a refund. No refund will be issued for equipment returned broken, damaged, inoperable, or conditions outside of normal use.

7. LIMITED WARRANTY; DISCLAIMERS 

A. THE SERVICES (INCLUDING WITHOUT LIMITATION ALL PROPRIETARY SOFTWARE OF RIVR_Tech AND ITS THIRD PARTY PROVIDERS THAT CUSTOMER MAY HAVE THE RIGHT TO USE IN CONNECTION WITH SUCH SERVICES) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND RIVR_Tech AND ITS THIRD PARTY PROVIDERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.  USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK.  RIVR_Tech DISCLAIMS ALL WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. RIVR_Tech makes no representation or warranty as to the extent of regulation applicable to Customer or its services.

8. INDEMNIFICATION

A. Customer shall indemnify, defend and hold harmless RIVR_Tech and their officers, managers, members, representatives, and employees (“Indemnified Parties”) from and against all damages, losses, fines or forfeitures, costs and expenses, including reasonable attorneys’ fees, penalties and interest (collectively, “Costs”), arising from or relating to Customer’s or its End Users’ use, resale or modification of the Services, including without limitation: (ii) any claim by Customer or any third party relating to the use of the internet by Customer, an End User or any third party for the following:  (i) any infringement, misappropriation or violation of the intellectual property rights resulting from any use of the Services (including without limitation the software that is provided by RIVR_Tech in connection with the Services and its graphical user interface) or modification thereof by the Customer or any agent, employee, representative, End User or transferee of the Customer; and (ii) any use of the Services (including without limitation Customer modification or configuration of the Services to manage network traffic) in violation of federal law or regulation , or (iii) Customer’s gross negligence or willful act or omission arising out of or related to the Agreement; provided that for purpose of the indemnity (i) RIVR_Tech promptly notifies Customer in writing of any such Claim; (ii) RIVR_Tech makes no admission of liability and gives Customer sole authority, at its expense, to direct and control all defense, settlement or compromise negotiations; (iii) RIVR_Tech provides Customer with full information and assistance that may be reasonably required to defend any such Claim.  Same Notwithstanding the foregoing, Customer shall have no indemnification obligation for Costs to the extent that such Costs (i) were caused by the gross negligence or willful misconduct of RIVR_Tech, its agents, employees, officers or subcontractors, or (ii) arise from a claim that the Services, in the form originally furnished by RIVR_Tech, infringe any third party’s proprietary rights.

9. LIMITATION OF LIABILITY

WITH THE EXCEPTION OF SECTION 7 INDEMNIFICATION AND SECTION 9 CONFIDENTIALITY, THE ENTIRE LIABILITY OF EITHER PARTY, ITS AGENTS, SUPPLIERS, AND AFFILIATES, OF WHATEVER NATURE ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS RESPECTIVE SERVICES EXHIBITS, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE MONTHLY RECURRING FEES ACTUALLY PAID BY CUSTOMER TO THE OTHER PARTY FOR THE SERVICES THAT WERE PROVIDED PURSUANT TO THE SERVICES EXHIBIT FROM WHICH THE LIABILITY AROSE  DURING THE SIX (6) MONTH PERIOD PRIOR TO WHICH THE EVENT OR ACTION GIVING RISE TO A CLAIM OCCURS.  IN NO EVENT SHALL A PARTY, ITS AGENTS, SUPPLIERS, AND AFFILIATES, BE LIABLE TO CUSTOMER, ANY END USERS OR AFFILIATES (AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, OR LOST TIME, SAVINGS, PROPERTY, DATA, PROFITS OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY  HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGE OCCURRING OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. In no event shall RIVR_Tech or its agents, suppliers, or affiliates be liable for any loss, damage or claim arising out of or related to (iii) infringement of patents, trade secrets, or copyrights arising from or in connection with the transmission of communications by means of the Services; (iv) breach in the privacy or security of communications transmitted using the Services; (v) any non-completion of communications due to network or other conditions; or (vi) failures or breach of protective measures on Customer’s network.

10. CONFIDENTIALITY

A. For the purposes of this Agreement, “Confidential Information” means any and all (i) technical and non-technical information including patent, trade secret and proprietary information, software, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment and algorithms related to the Services, and related documentation, (ii) information relating to costs, prices (including prices under this Agreement) and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; (iii) all non-public Customer information; (iv) information designated Confidential Information pursuant to this  Agreement; (v) trade secrets, and (vi) information designated by either party as confidential in writing or, if disclosed orally, reduced to writing within thirty (30) days.  Notwithstanding the foregoing, the confidentiality restrictions contained in Section 9 shall not apply to Confidential Information of a disclosing party that: (1) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (2) is previously known and has been reduced to tangible form by the receiving party at the time of disclosure, as shown by contemporaneous written documentation, and is not subject to restriction; (3) is independently developed or learned by either party, without any reliance upon any Confidential Information of the other party; (4) is lawfully obtained from a third party who has the right to make such disclosure; or (5) is released for publication in writing.

B. Each party agrees that it will not and will ensure that its employees, agents and contractors will not make use of, disseminate, or in any way disclose any Confidential Information of the other party or a Third Party Provider of the other party to any person, firm or business, except (i) as may be reasonably necessary for such party’s performance of its obligations and exercise of its rights under this Agreement, and (ii) for any purpose the disclosing party may hereafter authorize in writing or as mandated to be disclosed by law. Each party’s obligations under this Section 9 will continue in effect during the Term and for five (5) years thereafter, provided however, each party’s obligations with respect to information that is a trade secret shall continue so long as such information is deemed a trade secret under applicable law.  If the Confidential Information is mandated to be disclosed by law then the disclosing party will give the other party immediate notice to allow that party time to attempt to enjoin the production of such information.  Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information.

11. SUSPENSION OF SERVICES 

A. In addition to any other rights at law or in equity, RIVR_Tech may immediately suspend the delivery of any or all Services and/or terminate this Agreement or the applicable Services Exhibit at any time in the event that Customer (i) becomes insolvent or bankrupt or ceases paying its debts to third-parties or is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it; or (ii) breaches any material term of this Agreement, except for breaches for non-payment, and fails to remedy such breach within thirty (30) days after receipt of written notice from RIVR_Tech; (iii) violates the law or breaches the RIVR_Tech acceptable use policy; or (iv) fails to pay any undisputed arrearages, including any late fees, within fifteen (15) days  after RIVR_Tech has provided Customer with a Late Payment Notice.

12. TERMINATION

A. Either party my, under standard terms and conditions, terminate the Services at any time;

B. In the event of termination or expiration of the Term of this Agreement: (i) each party shall immediately either return all Confidential Information of the other party that has been furnished to it or destroy such materials and certify in writing to the other party that such party has complied with the provisions of this section. (ii) Customer shall be immediately liable for all amounts owed under the Agreement up to and including on the date of termination and such amount will become due and payable subject to payment terms in this Agreement; and (iii) Customer shall immediately return to RIVR_Tech all provided or leased equipment used for the provision and use of service by the customer. The failure to return said equipment could result in additional charges assessed against the customer.

C. In the event that any Services or this Agreement is terminated, Customer shall remain liable to pay RIVR_Tech for the termination fees related to that Services or this Agreement in addition to all charges accrued but not paid for as of the termination date.

D. Both Parties agree that no termination shall be effective unless formal notice is delivered by the terminating party to the other party pursuant to the Section 17 of this Agreement.

13. REGULATORY AND LEGAL CHANGES

If any change or clarification in applicable law, regulation, rule or order materially affects delivery of Services provided under this Agreement, the Parties will negotiate appropriate changes to this Agreement.  If the Parties are unable to reach agreement within thirty (30) days after either Party’s delivery of written notice requesting renegotiation, then RIVR_Tech, at its sole discretion, may either (1) terminate Services or the Exhibit under which Services are provided without liability; or, (ii) pass any increased costs relating to delivery of Services through to Customer and Customer shall then have the option of either agreeing to pay the additional costs or to terminate the Services without penalty with a ninety (90) day notice.

14. PROPRIETARY RIGHTS

A. This Agreement shall not be construed to grant to Customer, any End User or any other third party any ownership right, title or interest in any intellectual property rights embodied in or associated with the Services (including without limitation the software that may be provided by RIVR_Tech in connection with the Services and its graphical user interface and any modifications or enhancements thereto) other than a non-exclusive, limited right and license to use and access such software and user interfaces as may be necessary to utilize the Services during the term of this Agreement.  All intellectual property rights, title and interest in the methodology, technology and know-how that RIVR_Tech uses to perform the Services shall remain exclusively with RIVR_Tech and its licensors, as applicable.

B. Customer shall not and shall not permit any third party to disassemble, reverse engineer or similarly manipulate all or any portion of such software, or create derivative works based on such software.  Unless the parties mutually agree otherwise in writing, as between Customer and RIVR_Tech, RIVR_Tech will own all rights, title, and interest in any custom developments relating to the Services or any related software, including all rights, title, and interest in all worldwide copyrights, trade secrets, trademarks, service marks, patents, utility models, industrial designs, confidential and proprietary rights or any other intellectual property category known or to be known, therein.  Customer acknowledges that any breach by it of Section 9 or this Section 12 will result in irreparable harm to RIVR_Tech for which remedies other than injunctive relief may be inadequate, and that RIVR_Tech shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such breach, without posting a bond, in addition to other appropriate remedies.

15. COMPLIANCE

16. Notwithstanding anything to the contrary, Customer shall be solely responsible for its compliance with all other federal, state and local laws, rules and regulations. RIVR_Tech shall comply with all applicable laws, rules and regulations relating to the responsibilities expressly assumed by RIVR_Tech in the delivery of Service under this Agreement. Each party (“indemnifying party”) agrees to indemnify the other party, its Affiliates and their officers, directors, employees from and against any third-party claim related to or arising out of the indemnifying party’s breach of its obligations under this Section 14.

A. RIVR_Tech reserves the right to modify the rates and charges or eliminate certain components of the Services in the event of any material change in any law, rule, regulation, or any change in the application or enforcement thereof, or in either Party’s authorization to provide services or conduct business upon not less than 120 days prior written notice to Customer.

B. RIVR_Tech has no obligation to monitor the content or activities of Customer or End Users on the Services but may do so and may disclose such information only to the extent necessary to: (i) satisfy laws, regulations, or government subpoenas; (ii) prevent or stop fraud or unlawful use; (iii) operate the Services properly; and (iv) enforce the terms and conditions of the Agreement.

17. ASSIGNMENT; AMENDMENT

A. Neither party hereto may assign, subrogate or transfer any interest, obligation or right under this Agreement, whether voluntarily, by operation of law or otherwise, without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned), and any such attempt shall be null and void.  Notwithstanding the foregoing, (i) RIVR_Tech may assign this Agreement, in its entirety, without the other party’s consent, to any direct or indirect wholly-owned subsidiary of RIVR_Tech, and (ii) either Party shall assign this Agreement to any legal entity which acquires all or substantially all the assets and business of such party, whether by merger, sale of stock, sale of all or substantially all the assets and business of such party, reorganization, recapitalization, or other form of business combination or consolidation (“Acquiring Party”), and that Acquiring Party shall be legally bound by the terms and conditions of this Agreement, and the assigning, selling or reorganizing Party shall remain liable under this Agreement also.  This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns. Upon the effective date of any assignment by Customer, Customer shall be liable to RIVR_Tech for all taxes and surcharges unless and until Customer submits new exemption certificates, even if RIVR_Tech fails to bill such charges.

B. RIVR_Tech is entitled to delegate the performance of the Services to other parties and to change those parties from time to time in its discretion.

C. No additional terms, consent, waiver, alteration or modification of any provision of this Agreement shall be binding unless both parties agree in writing.

18. NO WAIVER; SEVERABILITY

Failure by either party to enforce at any time any of the provisions of this Agreement shall not constitute a waiver of such provision and shall not in any way affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce the provisions hereof.  The provisions of this Agreement are severable, and any provision of this Agreement that is determined to be void or unenforceable by a court of competent jurisdiction shall not affect the enforceability of the remaining provisions herein, and the remaining provisions shall be enforced as if this Agreement was originally written without the invalid provision.   

19. FORCE MAJEURE 

Notwithstanding anything herein to the contrary, RIVR_Tech shall not be liable to Customer or any third party for any failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, failure in operation of the relevant portion of the Internet due to a technology failure (other than arising out of the neglect or mishandling by RIVR_Tech) or failure in the performance of a third-party or its equipment, acts of any governmental body, declared and /or undeclared war or any act of war or resemblance thereto, terrorism, insurrection, sabotage, embargo, fire, flood,  or inability to obtain raw materials, supplies, or power used in or equipment needed for provision or Services.

20. NOTICES

Except as otherwise provided herein, all required notices shall be in writing, transmitted to the parties’ addresses specified in the cover page of this Agreement or such other addresses as may later be specified by written notice, and will be considered given either: (i) when delivered by facsimile or e-mail, so long as duplicate notification is sent via regular U.S. Mail or overnight delivery; (ii) when delivered in person to the party; (iii) when deposited in either registered or certified U. S. Mail, return receipt requested, postage prepaid; or (iv) when delivered to a nationally recognized overnight courier service. For Customer, Notices shall be sent to the address provided in the Customer Information section of this Agreement.

21. CONTRACTORS

RIVR_Tech may engage third parties to provide certain services in connection with this Agreement.  Regardless of whether any services are subcontracted to third parties, RIVR_Tech shall be responsible for performing its obligations under this Agreement.  To the extent that RIVR_Tech engages third party subcontractors, RIVR_Tech shall be solely responsible for any payments due to such subcontractors.

22. NO PARTNERSHIP; GOVERNING LAW: ADJUDICATION

This Agreement will not be construed as constituting either party as partner, joint venture, fiduciary or employee, or employer of the other or to create any other form of legal association that would impose liability on one party for the act or failure to act of the other or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other.  Both parties agree to waive trial by jury for the adjudication of any disputes arising under or related to this Agreement. Any disputes arising under or related to this Agreement may be adjudicated in North Carolina. The prevailing party shall be entitled to recover all costs of the adjudication, including attorneys’ fees and expenses, from the non-prevailing party in any adjudication under this Agreement.

23. NO THIRD-PARTY BENEFICIARIES 

The terms, representations, warranties and agreements of the parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any person or entity that is not a party to this Agreement.

24. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute the same instrument.  Each party agrees that the execution and delivery of this Agreement by facsimile or by e-mail shall have the same force and effect as delivery of original signatures and that each party may use such facsimile or e-mail signatures as evidence of the execution and delivery of this Agreement by the Parties to the same extent that an original signature could be used.

25. ORDER OF PRECEDENCE

In the event of any conflict between General Terms and Conditions of the Agreement and the terms and conditions of any Services Exhibit or other attachments to this Agreement, the order of precedence is as follows: (1) the Services Exhibitsattached hereto or hereafter signed by Customer and RIVR_Tech, (2) the General Terms and Conditions of this Agreement, (3) all other attachments provided herein. In the event of any conflict between the terms and conditions of any Services Exhibit, with another Services Exhibit or another part of this Agreement, the terms and conditions of the Services Exhibit shall control and govern over the other Services Exhibits and the other portions of this Agreement with respect to the Services described in that Services Exhibit.

26. ENTIRE AGREEMENT

This Agreement, including any Services Exhibit executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Services and supersedes all prior agreements, understandings, proposals, or representations relating to the Services, which are of no further force or effect.