Welcome to Rivia. Please read on to learn the rules and restrictions that govern your use of our services and platform (the "Services"). If you have questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com
Parties means Rivia and Customer collectively, and Party means either Rivia or Customer. Rivia is in the business of providing software-as-a-service that improves the execution of clinical trials to advance the development of pharmaceutical products. Customer is a Biotechnology company involved in the research, development and manufacturing of medicines for use in humans. Rivia and Customer wish to enter into this Agreement to set the terms and conditions under which Customer may engage Rivia to provide certain services to Customer in connection with its clinical trials powered by Rivia Technology.
"Customer Data" means any data, content or information provided by or on behalf of Customer to Rivia via the Rivia Platform, including data generated from Customer Data via the Rivia Platform.
"Confidential Information" means any information of any nature whatsoever, including, without limitation, information related to research, product plans, products including software specifications, developments, trade secrets, inventions, processes, methodologies, designs, specifications, know-how, technology or proprietary information, opportunities, markets, business plans, agreements with third parties, services, customers including Customer Data, marketing and sales activities including prices, business, financial records and operations and the content or existence of any negotiations or this Agreement, in whatever form, format or medium (including, but not limited to, written, oral, electronic, audio or video), that one Party (“Disclosing Party”) discloses to or otherwise comes into the possession of the other Party (“Receiving Party”) whether directly or indirectly as a result of the provision of Services under this Agreement. Information does not need to be specifically identified as confidential in order to be classified as Confidential Information. Information may also be confidential if by its nature it should reasonably be considered to be of confidential nature.
"Intellectual Property Rights" means, to the extent that any of the following are recognized under any jurisdiction worldwide, any intellectual and/or proprietary rights in (a) patents and patent applications, (b) registered, unregistered or otherwise protected trademarks, trade names and service marks and protection from trademark dilution, (c) copyright and derivative works thereof, and other rights to works of authorship (whether registrable or not) including software (object and source code), and applications for registration thereof, (d) registered and unregistered design rights and applications for registration thereof, (e) database rights and proprietary data, (f) internet domain names and applications and reservations thereof, (g) proprietary and Confidential Information, trade secrets, and proprietary know-how not otherwise described in (a) through (f) above, (h) any and all common-law or equitable rights relating to any of the foregoing, (i) all other intellectual property and equivalent or similar forms of protection existing anywhere in the world and (j) where the rights in (a) to (i) are obtained or enhanced by registration, any registration of such rights and applications, rights to apply for such registrations, all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto;
"Rivia Data" means all data, excluding Customer Data, generated by usage of the Rivia Platform and any Intellectual Property Rights.
"Rivia Platform" means the software-as-a-service service made available to Customer by Rivia, which are hosted on servers under the control or direction of Rivia and provided for Customer to access and use via the internet, including any derivatives, improvements, enhancements and/or extensions related thereto.
“Services” means the Rivia Platform available to Customer as a data platform using underlying software that automatically extracts and combines data and provides dashboards with medical and clinical operations functionalities.
“Service Capacity” means the number of applicable units of service that are provisioned.
“Service Level Agreement” means the document, as executed from time to time describing the Services to be performed by Rivia. Each Service Level Agreement will include the definition of (i) the Services (ii) the fees and duration of Services and (iii) any other relevant matter agreed between the Parties. Each Service Level Agreement forms an integral part of this Agreement without the necessity of specific reference.
“Service Order” means the form attached in Schedule 1 describing payment by Customer of the Rivia Services.
“User” means personal user accounts created by Rivia for authorised Customer staff members with access permissions to Rivia Platform relevant to their role.
Purpose. The purpose of Services is to improve the tracking of Customer’s clinical trial(s) for faster and more reliable informed decisions as compared with conventional approaches. Services are provided online, comprising Rivia proprietary browser-based applications and Platform. The application layer is an interactive web-browser based application that Customer Users can access. The Rivia Platform automatically extracts, structures and stores Customer clinical trial Data in a data warehouse. Data extraction is done from Customer operated (or by Customer subcontracted to be operated by a third party) cloud-based platforms. Customer remains fully responsible for such data and platforms in accordance with the Service Level Agreement.
Access. Subject to payment of all applicable fees as defined in a Service Level Agreement and Customer’s continuous compliance with the terms and conditions of the Agreement, Customer shall receive a limited, revocable, non-exclusive, non-assignable, worldwide right to access and use the Services during the term defined in the respective Service Level Agreement in accordance with the terms and conditions of this Agreement.
Customer acknowledges and agrees that this Agreement constitutes a service agreement and that Rivia will not deliver any copies or licences of the Services or underlying software to Customer as part of the provision of the Services described herein.
Subject to the terms of the Agreement, Rivia may in its sole discretion modify, enhance or otherwise change the RIvia Platform. Rivia may delegate the performance of certain portions of the Rivia Platform to third parties, including Rivia's wholly owned subsidiaries and providers of hosting services.
This Agreement shall come into force on the Effective Date and shall remain in effect for a term of five (5) years as of the Effective Date. Each Service Level Agreement shall come into force on the date specified on each respective Service Level Agreement. Termination of this Agreement shall not affect the validity of the Service Level Agreements. The terms and conditions of this Agreement shall apply to each Service Level Agreement until terminated in accordance with the terms hereof.
General. Subject to the terms of this Agreement, Rivia will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Agreement.
Security. Rivia covenants that it will apply all security measures to Customer Data in accordance with Rivia’s Security Terms except as expressly agreed otherwise in writing with the Customer.
Data Processing. Subject to the terms hereof, Rivia acknowledges and agrees to and is bound by the Data Processing Agreement,, subject to the EU General Data Protection Regulations (the “GDPR”).
Access. Subject to Customer's full compliance herein and all the terms of the Agreement, Rivia will provide Customer with access to the Rivia Platform solely for Customer’s own internal business use. Rivia will create personal user accounts for authorised Users with permissions relevant to their role. This involves creating new personal and unique user accounts, including necessary security measures to grant access to the Rivia Platform. The User accounts contain related information including, but not limited to, the holder’s email address, first name, last name and role. Customer may request to terminate User accounts by providing written notice to Rivia. Rivia covenants that deprovisioning of User accounts is implemented immediately and confirmed in writing to Customer once completed.
Passwords. Rivia reserves the right to periodically request Users to change issued passwords. Rivia will provide prompt notice to Customer of any such password changes.
General. Customer shall willingly or on demand, provide all information necessary to enable Rivia to fulfil all of its obligations in relation to the Services, in accordance with this Agreement and the Service Level Agreement.
Due Diligence. Customer agrees and acknowledges that prior to entering into this Agreement it has had the opportunity to (a) carry out a due diligence exercise in relation to the Services, (b) raise relevant questions before the Effective Date, and (c) received all information from Rivia that it requested for the purpose of determining whether the Services offered by Rivia are suitable to its own needs, including in particular an assessment of whether the Services enable the Customer to comply with the laws and regulations applicable to it.
Compliance with Laws. Customer shall ensure its compliance, as well as compliance of its authorized Users, with the applicable laws and regulations. The Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly. Customer shall hold Rivia, its directors and employees harmless from and against any claims that may arise out of Customer’s violation of the applicable laws and regulations.
Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”)
Access. Customer warrants, and maintains responsibility for, authorising Customer Users to access Customer operated (or by Customer subcontracted to be operated by a third party) cloud-based platforms. Customer covenants providing document(s) to Rivia of Customer Users that will be authorised to access the Rivia Platform, including but not limited to: staff members’ name, role, data permissions and email address. Customer is entitled to request additional User accounts, provided that the number of User accounts is in accordance with the defined Service Capacity.
Security. Customer shall remain fully responsible that its authorised Users only use their email addresses associated with their employment by Customer to access the Rivia Platform under this Agreement. Customer will be responsible for maintaining the security of User accounts, password(s) and files, and for all uses of a User account. Customer acknowledges and agrees that Customer’s use of an email address associated with such an entity for the Rivia Platform System constitutes Customer’s acceptance that such use shall only be for, on behalf of, or in connection with Customer’s work or responsibilities for such entity. Customer will use all reasonable efforts to prevent any unauthorised use of the Services and will promptly notify Rivia in writing of any unauthorised use that comes to Customer's attention and provide all reasonable cooperation to prevent and terminate such use. Any use of Services by Customer’s subcontractors must first require written notice of 20 days and agreement with Rivia.
Service Restrictions. Rivia, or if applicable its third party licensors, shall own all right, title, and interest in, to and under the software used to provide the Services and to the Services provided to Customer hereunder, including all Intellectual Property Rights throughout the world therein, and Customer, its authorized Users and its affiliates shall acquire no rights herein whatsoever. Customer shall only be entitled to use the Services in accordance with this Agreement and the applicable Service Level Agreement during the defined subscription term. Other than as expressly authorised under the Agreement, Customer shall not, and shall not permit any third party to directly or indirectly (a) copy or otherwise reproduce the Services, (b) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble or otherwise interfere with the Services or any of its underlying software, documentation or data, (c) attempt to derive the source code of the software used to provide the Services, (d) make the Services or underlying software available to anyone other than its authorised Users, (e) access or use the Services or the underlying software to provide services to third parties, (f) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Services or underlying software available to any third party, (g) access or use the Services or underlying software to build a service that would infringe Rivia’s Intellectual Property Rights, or (h) remove any proprietary notices or labels.
Customer Data. Customer is solely responsible for ensuring the correctness, accuracy and lawfulness of Customer Data, and its appropriate protection and backup. Customer is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to, Rivia, and its sub-processors to use, provide, store and process Customer Data in the Services. This includes Customer making necessary disclosures and obtaining consent, if required, before providing individuals’ information, including personal or other regulated information contained in such Customer Data. If any Customer Data could be subject to governmental regulation or may require security measures beyond those specified by Rivia, Customer will not input, provide, or allow such Customer Data unless specifically permitted or unless Rivia has otherwise first agreed in writing to implement additional security measures. Customer shall indemnify and hold Rivia, its directors and employees harmless from and against any claims that may arise out of or in connection with incorrect, inaccurate or unlawful Customer Data.
Customer Data Usage. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Rivia against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Rivia has no obligation to monitor Customer’s use of the Services, Rivia may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer will pay Rivia the then applicable fees described in the Service Level Agreement for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Service Order or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Rivia has billed Customer incorrectly, Customer must contact Rivia immediately after noticing an inconsistency, no later than 10 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Rivia’s customer support department.
Fees are payable annually or quarterly in advance, as set out in the Service Order, and full payment for invoices issued must be received by Rivia thirty (30) days after the mailing date of the invoice. Adjustments can be made in accordance with the Schedule 1 Service Order. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection and may result in immediate suspension or termination of Service. Customer shall be responsible for all taxes associated with Services other than Swiss taxes based on Rivia’s net income.
The Receiving Party understands that the Disclosing Party has disclosed or may disclose Confidential Information to the Receiving Party. The Receiving Party agrees (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or has become generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of or reference to the Confidential Information of the Disclosing Party, or (e) is required to be disclosed by law.
Notwithstanding confidentiality obligations set forth herein, Riva might ask the Customer for a testimonial, a LinkedIn recommendation, and/or permission to publicly disclose that Parties have entered into an Agreement. The Customer agrees that, if an organ or employee of the Customer should accede to this request, Rivia may use the testimonial/recommendation with the name of the organ/employee concerned and the Client’s company name and logo:
(a) on the website https://rivia.ch
(b) on LinkedIn
(c) in Rivia marketing materials
This authorization may be withdrawn or amended at any time.
Customer shall own all Intellectual Property Rights in and to the Customer Data. Rivia shall own and retain all Intellectual Property Rights in and to the Services and underlying software including all improvements, enhancements or modifications thereto.
Rivia shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies including, with limitation, information concerning Customer Data and data derived therefrom. Limitations include terms set forth in the GDPR Data Processing Agreement. Rivia will be free (during and after the term hereof) to (i) use such information and Rivia Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Rivia offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Subject to earlier termination as provided below, this Agreement is from the start date of the Rivia Platform access and continues for an underdetermined time period, with continuous renewal of additional quarterly subscriptions. Party may terminate this Agreement by the end of any month, with a notice period of one (1) month. Following termination, Rivia shall permanently delete and destroy all Customer data.
In addition to any other remedies it may have, either Party may terminate this Agreement at anytime with immediate effect on written notice if the other Party (a) commits a breach of a material obligation of this Agreement or the relevant Service Level Agreement (as the case may be) which cannot be remedied or commits a breach of a material obligation which can be remedied and fails to remedy it within thirty (30) days of receiving written notice requiring it to be remedied, or (b) ceases or threatens to cease business or commits any act of bankruptcy, or it or a third party takes action for it to go into liquidation unless this is to reconstruct or merge the company or if an administrator, administrative receiver, receiver or manager is appointed over any part of its business or anything analogous to the foregoing occurs under the law of any jurisdiction in relation to the other Party.
Notwithstanding the foregoing, Customer will pay in full for the Services up to and including the last day on which the Services are provided.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
LIABILITY / FORCE MAJEURE
EXCEPT TO THE EXTENT EXPRESSLY STATED HEREUNDER, PROHIBITED BY THE APPLICABLE LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, Rivia AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND RIVIA'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO Rivia FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Rivia HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Rivia shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rivia or by third-party providers, or because of other causes beyond Rivia’s reasonable control, but Rivia shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS”. NOTWITHSANDING THE FOREGOING, RIVIA (I) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR ANY THIRD PARTY CONTENT; AND (II) EXCLUDE ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF (a) MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF ERRORS OR HARMFUL COMPONENTS OR THAT RIVIA WILL CORRECT ALL ERRORS; AND (c) THAT THE CUSTOMER CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
If indemnification claims are asserted against Customer in connection with the Services provided under this Agreement based on an alleged violation of third party patents or copyrights, Rivia shall defend, at its own cost and expense, and hold Customer harmless against all direct losses, damages and expenses (including reasonable lawyer’s fees) finally awarded to such third party by a court or agreed to in a written settlement, to the extent arising from the claim, provided Customer (i) has notified Rivia in due course of the asserted claims; (ii) takes all reasonable and feasible actions to help defend against the claims; (iii) supplies information requested by Rivia; (iv) allows Rivia to control, and reasonably cooperates in, the defense and settlement, including mitigation efforts; and (iv) does not consent to entry of any judgement or settlement without the Rivia’s prior written consent.
Notwithstanding the foregoing, Rivia shall have no liability for any claim resulting from (i) Customer Data, items or services not provided by Rivia; (ii) any modification of the Services or underlying software by Customer, its Users or any other third party appointed by it; (iii) the use of the Services or underlying software by Customer or its Users other than in accordance with the Agreement and instructions provided by Rivia from time to time; or (iv) any violation of law or third party rights caused by Customer Data, materials, designs, or specifications.
If Customer is legally prohibited from using the Services, Rivia can, at its own discretion, either (i) obtain a right of use in favour of Customer for the purposes of this Agreement; (ii) amend affected Services appropriately and without unreasonable impact on Customer, (iii) exchange affected Services with a different Services that enables Customer a use within the means of this Agreement and without unreasonable impact on Customer, or (iv) reimburse Customer for payments already made, starting from the time where the affected Services could no longer be used for reasons of infringement.
Notices and modifications. All notices and communications pursuant to and amendments to this Agreement shall be in writing and validly signed by duly authorized representatives of both Parties. Electronic signatures by a recognized provider (e.g. DocuSign) shall be deemed fully legally valid under this Agreement. Amendments to this Agreement shall not affect the validity of the remainder of this Agreement. Notices will be deemed received: (i) at the time of delivery if hand delivered; (ii) if sent by recorded delivery, on the date of receipt as recorded on actual delivery; (iii) at the time of signature of the courier’s receipt, if delivered by courier; and (iv) upon sending the email without an error notification returned, if delivered by email.
Severability. Any invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions thereof. Invalid or unenforceable provisions shall be deemed to be severable. Any such invalid, unlawful or unenforceable provision shall be replaced by a valid, lawful and enforceable provision as similar to the invalid provision and its original purpose as possible in accordance with applicable law and regulations.
Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, delegated, novated, or otherwise transferred, in whole or in part, by either Party, and any such attempted assignment shall be void and of no effect without the advance written consent of the other Party (which shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign this Agreement, or any Service Level Agreement or Service Order issued hereunder to any affiliate. This Agreement is binding upon and shall ensure for the benefit of the Parties’ personal representatives, permitted assigns and successors in title.
Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Remedies. Unless expressly stated otherwise herein, the remedies in this Agreement shall not be exclusive of other remedies that either Party may have against the other Party and shall not limit either Party’s right to seek other remedies available under law or in equity. Unless otherwise agreed, remedies shall be cumulative.
Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of such Party, including but not limited to, any pandemic, strike, blockade, war, act of terrorism, riot, or natural disaster.
Applicable Law and Jurisdiction. This Agreement shall be governed by and be construed in accordance with the laws of Switzerland under the explicit exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Sion subject to mandatory legal provisions.
This Agreement, together with Security Terms, the Data Processing Agreement, all Service Level Agreements and Service Orders, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, quotations, communications, and agreements. By express agreement, all documents annexed to this Agreement or taking reference to this Agreement shall form an integral part of this Agreement.