Data Security Policy


Riversand is committed to serving as an integral technology partner in managing your data. We recognize that true partnerships are built through ongoing trust and collaborative communication. To better support your on-demand needs, this Riversand Cloud site has been created to provide you easy access to information for monitoring and maximizing the performance of your Riversand solution. This site is dynamic in nature and will be continuously enhanced as our company grows and our on-demand solution matures. Please check back as this site will expand to include:

  • The Latest Security and Policy Information
  • Cloud Status Information
  • Important Technology Updates
  • Critical Company Announcements

Riversand (RTI) Service Level Program (SLP)

1. Solution Accessibility Warranty

a. Applicability. The Solution Accessibility Warranty applies to the applicable Solution. “Solution” means and includes the following products if transacted for and paid for by Customer, as identified on a contract between Customer and RTI: (i) the RTI MDMCenter OnDemand Product, (ii Standard implementation services including configuration (iii) RTI Hosted Service(s).

i) Warranty Percentage. The Solution will be accessible 99.5% percent of the time, seven days a week, and twenty-four hours per day, as calculated over a calendar year (the Solution Accessibility Warranty”).

ii) Remedy for Non-Compliance.If the Solution fails to meet the Solution Accessibility Warranty, RTI will issue to Customer’s account the number of Total Credit Units resulting from application of the formula below. Customer may use the Credit Units towards any future purchases of RTI support services,

b. Calculation. The number of Total Credit Units is calculated as follows:[Total Credit Units = Inaccessibility Period (in hours) ÷ 8760 hours] X Annual Subscription Fees actually paid (for the individual applicable Solution).”Inaccessibility Period” means the period of time that the Solution failed to meet the Solution Accessibility Warranty. “Credit Unit”. A Credit Unit is a representation of a unit of currency, in the same currency as Customer paid RTI for the applicable Solution, such as Euros, U.S. Dollars or otherwise. One Credit Unit is equal to one unit of currency. For example, if Customer paid in U.S. Dollars, one Credit Unit would equal $1.00 USD.

“Annualized Period” means a twelve month period commencing on the anniversary date of Customer’s subscription to the applicable Solution. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2010, then the two Annualized Periods are (a) January 1, 2010, until December 31, 2010; and, (b) January 1, 2011, until December 31, 2011.

Annual Subscription Fee” means the amount which Customer actually paid to RTI for the applicable Solution that corresponded to the applicable Annualized Period. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2008 for $1,000,000, then the Annual Subscription Fee for each Annualized Period (that is, January 1, 2008, until December 31, 2008) is $500,000.

c. Scheduled Downtime. When needed, RTI will schedule downtime for routine maintenance or systems upgrades (“Scheduled Downtime”) for the Solution. RTI shall exercise commercially reasonable efforts to schedule maintenance and system upgrades outside of peak traffic periods. Generally, such maintenance or system upgrades are scheduled to occur from Saturday, 8:00AM to Saturday, 8:00PM clients selected time zone (“Maintenance Window”). RTI reserves the right to extend or change the times of the Maintenance Window. RTI will use commercially reasonable efforts to notify Customers at least 48 hours prior to the occurrence of Scheduled Downtime.

d. Exclusions. In calculating the Inaccessibility Period, the following will not apply: (i) mere micro-outages (meaning, an inaccessibility that lasts less than fifteen (15) minutes, provided that there are no more than three (3) micro-outages within a calendar month); (ii) Scheduled Downtime for which Customer has been notified at least one business day prior to such Scheduled Downtime; (iii) inaccessibility that is not the fault of RTI (such as failures caused by factors not under RTI’s direct control, for example where caused by equipment or software under the control of a third party), and (iv) inaccessibility due to Customer request or where Customer approved in advance. Customer shall be solely responsible for maintaining adequate controls over Customer’s Data transmissions to the Solution, for monitoring such transmissions, and for bringing to RTI’s attention any failure to access the Solution within (5) days of inception of any such event. Customer shall be solely responsible for setting applicable data processing and transmission parameters, for inspecting all data input and output for accuracy and completeness; (v) inability to access certain modules or functionality within the solution due to temporary defects caused by data or code.

2. Security Elements. The Solution contains the following security elements:

a. Physical Security. The Solution is either under RTI’s control or is located at a secure, third party off-site facility. Access to the hardware, software, and other elements comprising the Solution is limited to authorized personnel only. RTI uses servers with redundant features for maximum accessibility.

b. Disaster Recovery. The Solution utilizes a disaster recovery plan to allow for RTI to meet the Solution Accessibility Warranty stated in this Service Level Program.

c. Data Security. Transactions made using the Solution are initially stored in a database to prevent loss. All Customer Data resident on the systems is backed up daily. Backups are stored off-site at a secure third party location. Backups include Customer’s registration and account information. The Solution receives periodic preventive maintenance. This preventive maintenance is scheduled for times outside of peak traffic periods. As applicable, transaction queues wait while maintenance occurs, and they resume processing when maintenance concludes. Only the organizations involved in a Transaction are permitted to see that Transaction, except to the extent RTI is asked to debug a technical issue and needs to access a customer data.

d. Solution Security. RTI implements commercially available security software, hardware and techniques to minimize and prevent non-authorized use of the Solution. These include firewalls, intrusion detection software tools, and monitored use of the Solution. The Solution also performs authentication of interactive user sessions. For increased security, the Solution uses HTTPS, which is HTTP over SSL (Secure Sockets Layer). The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for TCP/IP connections. The Solution’s Webservers use a server digital certificate to enable SSL connections.

3. Miscellaneous

a. Solution Integrity. Customer agrees not to: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iii) take any action which imposes an unreasonable or disproportionately large load on the Solution such that other users are adversely affected; or (iv) use any device or technology to provide repeated automated attempts to access password-protected portions of the Solution for which Customer does not have a valid password issued to Customer by RTI. Customer may not allow any third parties to use Customer’s password without RTI’s prior written consent. Customer also understands that RTI cannot and does not guarantee or warrant that files or non-RTI software of any kind, or from any source, available for downloading through the Solution, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. Customer acknowledges that RTI has the right, but no obligation, to take such actions related to use of the Solution (including but not limited to removing content or denying routing of certain data) if RTI reasonably believes that such actions are needed to comply with the law.

b. For the convenience of our global customers, this document may be translated into several languages. Please bear in mind that in the event of any ambiguity created by such translations, the substance in the English version will control.

c. Except for the express solution accessibility warranty stated in this section 1, this document does not (i) create any other representation or warranty related to the availability, accessibility, or usability of the solution; or (ii) diminish, alter or negate any other express warranty(ies) in any signed agreement between the parties. The remedies stated in Section 1 are Customer’s sole and exclusive remedies, and RTI’s sole liability, for failure to meet the warranties stated in section 1 above.


[1 ] This policy doesn’t apply to a distinct implementation of the RTI product developed and maintained for the sole use of the customer.

RTI Privacy Statement

RTI offers products and services in the business-to-business market sector. When RTI collects information about an individual ( “Personal Information”), it is generally specifically related to that individual’s role at his/her company, and is not related to him/her as a private person or individual consumer. This document describes RTI policy statement for handling, processing, storing, and otherwise treating Personal Information submitted to certain Solutions (defined below).

RTI Customers shall be referred to as “Customer” and/or “Supplier” herein. . Individual users of the Solutions (whether employees of Customer or Supplier) collectively and individually may be referred to as “User” throughout this document.


    • Definitions
    • Personal Information Data Handling and Privacy
      • Personal Information
      • Use of Personal Information by RTI
      • Other Corporate Entities
      • Consent
      • Transfer
      • Correcting Account Information (Exercising Your Right to Access Personal Information)
      • Disclosure by RTI to Third Parties
      • Security
      • Data Retention
      • Changes
      • Safe Harbor Program
    • Questions
    • Miscellaneous

“Solution” means the RTI service which includes a link to this Privacy Statement, including:
  1. the RTI hosted On-Demand offerings (also called “RTI OnDemand Solutions“, or “RTI Application Services” )
  2. project management, content and data cleansing services provided by RTI’s global services team (“RTI Content Services“), and
  3. RTI Hosting Service(s) (accessible via customer-specific URLs).

“Trading Partner” means an entity with which a Customer or Supplier transacts using the Solution.

Personal Information Handling and Privacy
Personal Information
“Personal Information” is a User’s name and information associated with his or her personal identity as opposed to information associated with a business such as name, business address and/or business email. If User does not want to provide Personal Information to RTI or wishes to have RTI remove User Personal Information from the Solution, User should contact User’s employer RTI Account Administrator to find out if there is an optional way for User to perform applicable business functions without submitting Personal Information.

“Sensitive Personal Information” means government id numbers or financial account numbers associated with individual persons (e.g. U.S. Social Security numbers, driver’s license numbers, or personal credit card or banking account numbers), and medical records or health care claim information associated with individuals, including claims for payment or reimbursement for any type of medical care for an individual.

Use of Personal Information by RTI
RTI will treat Personal Information as confidential and will use it solely to: facilitate operation of the Solution and its related services; enhance use of the Solution and its related web pages; perform internal tracking and Solution improvement; enable RTI to contact User; process requested transactions through the Solution (including use of templates and document creation); and analyze the volume and history of a company’s Solution usage. Some of RTI’s Solution areas utilize cookie technology for these same purposes. User may configure User’s browser to reject cookies, but this may affect User functionality of the Solution . RTIdoes not link the information stored in cookies to Personal Information submitted while using the Solution.

Other Corporate Entities
RTI may share Personal Information with global affiliates, parents, subsidiaries, agents and integrated service providers (“Affiliates”) that cooperate to provide the Solution and related services to User. RTI Affiliates follow practices no less protective of all users of the Solution than RTI practices described in this policy, to the extent allowed by applicable law. If RTI and/or its Affiliates merge with or are acquired by another business entity User agrees RTI may share some or all User Personal Information with the new parent entity. User will receive notice of such an event (if it occurs) and the new combined entity shall follow the practices disclosed in this policy.

By submitting Personal Information to the Solution, User consents to RTI’s collection, processing, storage, and use of said Personal Information in accordance with this policy. Before submitting Personal Information to the Solution for any third party, User shall obtain said individual’s consent for the collection, transfer, processing, and use of that information in accordance with this policy

The Solution is primarily located in and operated from the United States. The Controller of personal data processing through the Solution is RTI, Inc. headquartered at 2929 Briarpark Drive, Houston, TX 77042. By submitting data to the Solution, User consents to having such data transferred to the United States and other Solution operation locations selected by RTI, and RTI’s authorized service providers. RTI Affiliates controlled by RTI, Inc. are located inside and outside the European Economic Area. Any transfer of Personal Information from the European Economic Area to RTI Affiliates located in countries outside the European Economic Area, which may not provide for an adequate level of data protection within the meaning of the European Data Protection Directive, will be subject to a confirmation by RTI that adequate safeguards are in place under the U.S. Department of Commerce Safe Harbor program or a so-called data transfer agreement based on standard contractual clauses, as approved by the European Commission.

Correcting Account Information (Exercising Your Right to Access Personal Information)
User has a right to access and modify User Personal Information and to delete User Personal Information from the Solution subject to constraints identified below. To exercise these rights, RTI has procedures allowing User to update Personal Information in a timely manner. In most Solutions, the administrative contact for User’s company can directly change most contact information by logging on to the Solution and managing User’s account profile directly. For certain Solutions, changes may be requested by calling RTI customer support.
Deletion of User Personal Information may require approval by User’s employer (e.g. expense report data) and may require RTI assistance. Some requests to delete data must be made to RTI through the administrative contact for User’s company.
RTI may refuse to give access to the Solution for legitimate reasons including delinquent payments on the account, a legal dispute, or security concerns. If User is unable to correct, update, or delete User Personal Information due to the fact that User is no longer an employee of the account holder, or User account has been terminated, User may contact the RTI Privacy Coordinator at the address provided below. In each case, RTI will take reasonable measures to accommodate User’s request or respond in writing with the legal basis for denying the request within thirty (30) days.

Disclosure by RTI to Third Parties
RTI does not provide User Personal Information to third parties, except as described elsewhere in this policy and in RTI contracts with Customers, unless (1) User requests or authorizes such disclosure; (2) such disclosure is necessary to process transactions or provide services which User and/or User’s employer have requested; (3) RTI is compelled to do so by a governmental authority, regulatory body, or under subpoena or similar governmental request or to establish or defend a legal claim; or (4) the third party is acting as RTI’s agent or sub-contractor in performing services (e.g., RTI’s use of a third party telecommunications provider).

RTI uses industry standard security measures to protect Personal Information from unauthorized disclosure. RTI takes steps to appropriately safeguard credit card and remittance information using recommended industry encryption methods. RTI has designed RTI’s services so that protected information can only be viewed from within the Solution. We offer User the use of roles to limit access to users with a need to see such information. Please see RTI’s Data Policy for information about the measures RTI takes to address the security of the Solution and the protection of Personal Information

Data Retention
RTI will retain Personal Information in active databases for varying lengths of time depending upon the specific Solution, type of data, and applicable law. The policy regarding data retention for each Solution is set forth in the documentation or terms for each Solution. Consistent with RTI’s backup and storage procedures and due to the close integration of data with the Solution, Personal Information might be stored by RTI in backup logs and files for the duration necessary for legal requirements or the purposes described in this policy. However, RTI makes no commitment to indefinitely store such data. During User’s subscription to the Solution, User will be able to access Personal Information for a certain period based on the particular Solution purchased and the policies for the Solution and RTI suggests that inquiries be directed through the administrative contact for User’s company and directed to the RTI Privacy Coordinator at the address designated below.

Changes to this Policy
From time to time RTI will need to make changes to this policy. Some of the changes will be in response to changes in applicable laws and regulations. In addition, as RTI adds new features and new services to a Solution, RTI will continue to handle Personal Information consistently with this policy, but some changes or clarifications may be required.

If RTI seeks to make a material change to RTI’s policy to allow use of Personal Information for a new, legitimate business purpose, RTI will document the change to this policy, note the date of the last update at the bottom of the policy, and send a notice to the administrative contacts on file with RTI for each Customer. User is encouraged to check this policy occasionally to stay informed of any changes in RTI policies and procedures regarding Personal Information. For substantial and material changes to this policy, RTI will use reasonable efforts to provide notification to all affected users and suggest that such users review the updated policy.

Safe Harbor Program
With regard to the RTI OnDemand Solutions, and the RTI Hosting Service, RTI has formally joined the Safe Harbor Program managed by the U.S. Department of Commerce and has committed to abiding by the Safe Harbor privacy principles for the collection, use, and retention of personal data from the European Union and Switzerland. For more information about Safe Harbor or to access RTI’s certification statement, go to

If User has questions about this policy, please send an e-mail to attn: RTI Privacy Coordinator, or send written correspondence to RTI Privacy Coordinator, Legal Department, RTI, Inc., 2929 Briarpark Drive, Houston, TX 77042.
If User has questions or concerns regarding the Personal Information Handling and Privacy section of this policy, User should first contact User’s company administrator or the RTI Privacy Coordinator listed above ( If Use does not receive acknowledgment of User’s inquiry or said inquiry has not been satisfactorily addressed, User should contact who will then serve as a liaison with the appropriate RTI representative to resolve concerns regarding the handling of Personal Information.

The English version of this policy shall govern in the event of any conflict or substantive translation changes into a non-English language.
RTI has other privacy policies. This document is the RTI Privacy Statement and is targeted at individual users of specific RTI products and services. RTI also has an internal Privacy Policy targeted at its employees, contactors, etc., and a separate Privacy Policy for its internet facing marketing websites and community information exchange sites (e.g. Certain of RTI subsidiaries also have separate privacy policies. These other policies are separate and distinct from the activities governed by this policy.
This Software Maintenance and Technical Support Policy (MSP) describe the Riversand Technologies, Inc. (RTI) policy for the ongoing delivery of Software Maintenance Support Policy Services to Subscribers of RTI’s OnDemand MDMCenter™ and MDMProduct Center™ solutions.

1.1. Maintenance Services Generally

1.1.1. During the term of the Subscription Agreement, Subscriber agrees to buy and RTI agrees to provide the software maintenance services described herein (“Maintenance Services”) with respect to the OnDemand Software solution, Documentation and related materials (the “OnDemand Software”) supplied by RTI under the Subscription Agreement (the “Agreement”)

1.2. Response to Request for Service

1.2.1. RTI shall provide such technical assistance and will remedy any failure, malfunction, defect or nonconformity in the OnDemand Software as specified in the Agreement.

1.3. Updates and Enhancements

1.3.1. During the term of the Agreement, RTI shall promptly notify Subscriber of any defects or malfunctions in the OnDemand Program or Documentation of which it learns from any source. RTI shall promptly correct any material defects or malfunctions in the OnDemand Program or Documentation discovered during the term hereof and provide Subscriber with corrected copies of same, without additional charge.

1.3.2. RTI shall make available to Subscriber such point releases, updates, upgrades and/or enhancements to the OnDemand Software that RTI makes generally available to its OnDemand customers, including, at no additional charge any “Updates” or Major Releases of the subscribed software modules. New products and additional non-subscribed modules (“New Products”) will be offered to Subscribers for an additional charge. In the event that services are required in connection with Subscriber’s implementation of any New Products, Subscriber may be billed for such services at RTI’s standard rates then in effect which are set forth in the Rate Card, Attachment 1 hereto.

1.4. Additional Support

1.4.1. During the term of this Agreement, RTI shall provide to Subscriber, without additional charge, all reasonably necessary telephone or written consultation requested by Subscriber in connection with its use and operation of the Software or any problems therewith under the terms defined herein.

Technical Support RTI utilizes a multi-tier support model for Problem Resolution. When initial contact with RTI is made, a unique Service Request (SR) number will be assigned and delivered to the Subscriber Designated Contact via email. This SR number will be used to track any given issue from initial contact to final Problem Resolution.
If appropriate, Riversand will attempt to reproduce the error in RTI Test environment. Additional testing and problem duplication may require RTI to access the client’s OnDemand environment. Further investigation, including additional troubleshooting or debugging activity may be required. Based on the results of the Test Lab investigation, an issue may be resolved, or, if an anomaly is identified, elevated to the appropriate RTI Team member for final Problem Resolution

1. Technical Support Defined
Subject to the specifications of this SLA, Subscriber will be entitled to access RTI Support via telephone and email request. RTI Support personnel provide assistance with diagnosis and resolution of defects and/or failures when RTI products fail to conform to RTI published documentation when the products are installed and operated according to RTI specifications.

1.1. RTI agrees to provide Support, where appropriate, to Subscriber, which can include but is not limited to the following actions:

1.1.1. Receive technical questions

1.1.2. Analyze the technical questions and provide answers to Subscriber

1.1.3. Provide assistance in answering questions that may arise concerning the operation and use of OnDemand Subscription that cannot be resolved by Subscriber

1.2. Unless otherwise specified herein, support does not include the following items or actions:

1.2.1. Onsite services, Professional Services, Normal Configuration Services, Implementation Services or Educational Services

1.2.2. Modification of software code, customization of software code, security policy configuration, audits, or design


1.3. Designated Contacts – Subscriber resources who are named and established as the Subscriber Support contacts.

1.4. Enhancements – All Software changes, including new releases, new versions, product improvements, system modifications, updates, upgrades, patches, and field modifications.

1.5. Error – An Error in the product, which degrades the product as defined by the Severity definitions, as compared to RTI published functionality and performance specifications.

1.6. Fix(ed) – The repair or replacement of object or executable code versions of product to remedy an Error.

1.7. Level 1 Support – Ability to provide general pre- and post-sales product information; hardware and software configuration; questions on upgrade Support; collect relevant technical problem identification information; perform base problem determination; provide basic Support on the standard protocols and features.

1.8. Level 2 Support – Ability to provide Level 1 Support plus the ability to resolve the majority of mis-configurations, troubleshoot and simulate complex configuration, hardware, and software problems; support problem isolation and determination of product specification defects; provide lab simulation and interoperability and compatibility testing for new software and hardware releases prior to being deployed into a Subscriber production network; define an action plan; provide advanced Support on most features.

1.9. Level 3 Support -Ability to provide Level 1 and Level 2 Support plus the ability to provide software enhancements such as patches and fixing or generating workarounds that address software bugs; troubleshoot bugs that were not diagnosed during Level 2 Support; work with Subscribers to resolve critical situations; and building action plans with Subscribers to address complex issues. Level 3.

1.10. Previous Sequential – Release of Software product, which has been replaced by a subsequent release

1.11. Problem Resolution – The use of reasonable commercial efforts to resolve the reported problem by the following methods:

1.11.1. The reported Error is corrected by reinstalling the Software; or

1.11.2. A solution has been generated in the form of a tested patch or a new image that corrects the Error without causing major additional problems, the solution was delivered to Subscriber, was successfully installed, the solution has worked, and the Service Request was closed; or

1.11.3. An Error and its cause has been identified, however, a correction was not generated because Subscriber and RTI have agreed that a preliminary analysis of the correction indicates that a patch may cause unknown and/or serious regressions or subsequent problems due to constraints in the design and/or implementation of the affected Software; or

1.11.4. Subscriber and RTI agree that the Software conforms to design specifications and need not be changed; or

1.11.5. The Software conforms to design specifications and Subscriber and RTI jointly agree that the Error will be treated as a request for new features, functionality, or enhancement and will be considered for future implementation according to the RTI development schedule; or

1.11.6. The Software conforms to design specifications and will not be changed, but the Error exists in the documentation and the appropriate documentation will be corrected and/or clarified; or

1.11.7. The Error has only occurred once and Subscriber agrees that adequate time and effort has been expended and that the Error could not be reproduced; or

1.11.8. A workaround is delivered to and accepted by Subscriber as a final solution and the Service Request is closed; or

1.11.9. Subscriber and RTI agree that RTI will correct the Error in a future release of the Software when Subscriber and RTI have determined that the Error cannot be economically or feasibly resolved and requires a redesign of the product or rewrite of the segment of code or image; or

1.11.10. Subscriber and RTI jointly concur that further effort is not warranted; or

1.11.11. Subscriber and RTI agree that the Software does not cause the Error

1.12. Respond – Addressing the initial request and taking ownership of the issue.

1.13. Response Time – The amount of time elapsed between the initial contact by Subscriber to RTI Support and the returned response to Subscriber by RTI Support staff.

1.14. Severity 1 Error – An Error isolated to Software that renders product inoperative or causes the product to fail catastrophically; e.g., major system impact, system down. A reported defect in the OnDemand Subscription, which cannot be reasonably circumvented, in which there is an emergency condition that significantly restricts the use of the OnDemand Subscription to perform necessary business functions. Inability to use the OnDemand Subscription or a critical impact on operations requiring an immediate solution.

1.15. Severity 2 Error – An Error isolated to Software that substantially degrades the performance of the product or materially restricts business; e.g., moderate system impact, system hanging. This classification is a reported defect in the OnDemand Subscription, which restricts the use of one or more features of the OnDemand Subscription to perform necessary business functions but does not completely restrict use of the OnDemand Solution. Ability to use the OnDemand Subscription, but an important function is not available and operations are severely impacted.

1.16. Severity 3 Error – An Error isolated to the OnDemand Software that causes only a minor impact on the use of the product; e.g., minor system impact, performance/operational impact. The severity level three defects is a reported defect in the OnDemand Software that restricts the use of one or more features of the OnDemand Solution to perform necessary business functions. The defect can be easily circumvented. The Error can cause some functional restrictions, but it does not have a critical or severe impact on operations.

1.17. Severity 4 Error – A reported anomaly in the OnDemand Software that does not substantially restrict the use of one or more features of the OnDemand Software to perform necessary business functions. This is a minor problem and is not significant to operation. An anomaly may be easily circumvented or may need to be submitted to RTI Research and Development as a request for enhancement.

1.18. SLA – The Subscriber Service Level policy, as represented by the published RTI OnDemand SLA Policy, which identifies the features and defines the processes, involved with the RTI delivery of various support functions to Subscriber.

1.19. Support – Technical telephone and email assistance provided by RTI to help the Subscriber Designated Contact with Problem Resolution. Support is provided only on the then-current Major Release of product and the previous two Sequential Releases of the OnDemand Software. RTI will also provide commercially reasonable technical assistance on older versions of OnDemand software, but Problem Resolution may be limited to the current two Major Releases of OnDemand Software. Support does not include any Education Services, Configuration, Implementation or Professional Services. Products such as training and/or onsite services may be purchased in addition to Support, at the then-current standard services rates.

1.20. Workaround – A change in the followed procedures or data to avoid error without substantially impairing use of the OnDemand Software solution.

2. Contacting Technical Support by Telephone
Call 713-934-8899 for Standard Support Subscribers. You will be asked for your email address registered with your organization’s User Center Account and you will be verified as a Designated Contact. After this, the Support Team Member will create a support call number in the RTI database.

3. Contacting Technical Support by Email – Correspondence on an open Service Request may be made via email, as long as the Subscriber Designated Contact writes a reply to emails received from the RTI Support. PLEASE NOTE: If you do not receive an email reply acknowledging receipt of your email correspondence within two (2) hours and your email was sent during business hours, you should assume that the email link is down and proceed to make a voice call to the RTI Support.

4. Support Information – SEVERITY 1 AND 2

4.1. The following information is requested to open a Severity 1 or Severity 2 issue with RTI Support:

4.2. Complete contact information, (name, title, company name, email address, phone number, pager number, fax number, onsite phone number, time zone) for all parties involved in the issue

4.3. Provide a detailed description of the problem or issue, including any symptoms noted, any patterns seen (time of day or only certain users affected, etc.), and any specific error messages/errors received

4.4. General information about the clients end user workstation configuration including browser type and version, operating system type and version: Approximate number of users affected, approximate number of simultaneous sessions per user, types of other applications in use, network traffic passing through the customers network at the time of error, user CPU utilization, user memory allocation, and utilization

In order to provide better service to the Subscriber, RTI requests this information and additional information (as needed), as soon as possible, as access to the appropriate data and information facilitates Problem Resolution. If it is not possible to provide this information, RTI may be hindered in its ability to bring timely resolution to an issue.

5. Support Information—SEVERITY 3 AND 4

5.1. The following information is requested to open a Severity 3 or Severity 4 issue with RTI Support:

5.2. Complete contact information, (name, title, company name, email address, phone number, pager number, fax number, onsite phone number, and time zone) for all parties involved in the issue.

5.3. Describe the hardware platform(s) involved in this issue, including the amount of memory, and disk space

5.4. Describe the operating system(s) involved in this issue, including the version number and patch-level information. (Include which service pack and patches for Windows 2000 or 2003 etc.)

5.5. Provide a detailed description of the problem or issue, including any symptoms noted, any patterns seen (time of day or only certain users affected, etc.) and any specific error messages received

In order to provide better service to the Subscriber, RTI requests this information and additional information (as needed), as soon as possible, as access to the appropriate data and information facilitates Problem Resolution. If it’s not possible to provide this information, RTI may be hindered in its ability to bring timely resolution to an issue.

6. Availability of Riversand Support
Telephone and email request access is available (subject to the situations in section FORCE MAJEURE) to Subscriber 8 hours per day, 5 days per week during normal business hours in the clients selected time zone.

7. Severity Level Response Time/Resource Commitment
RTI agrees to use commercially reasonable efforts to respond to Subscriber calls based on the severity of the issue as follows:
SeverityLevel DefinitionSubscriber Response Time Commitment
1An Error isolated to software that renders product inoperative or causes the product to fail catastrophically, e.g. major system impact, system down.2 working hoursRTI and Subscriber will commit the necessary resources around the clock for Problem Resolution to obtain workaround or reduce the severity of the Error. Fix will be applied as soon as possible.
2An Error isolated to Software that substantially degrades the performance of the product or materially restricts business, e.g. moderate system impact, system hanging.6 working hoursRTI and Subscriber will commit full-time resources during normal business hours for Problem Resolution to obtain workaround or reduce the severity of the Error and alternative resources during non-Standard Business Hours. Fix will be applied as soon as possible.
3 An Error isolated to Software that causes only a minor impact on use of the product; e.g. minor system impact, performance/operational impact.8 working hoursRTI and Subscriber will commit full-time resources during normal business hours for Problem Resolution. Fix will be applied in the next patch release
4A reported anomaly in the OnDemand Subscription, which does not substantially restrict the use of one or core features of the OnDemand Subscription to perform necessary business functions.2 working daysRTI and Subscriber will provide resources during normal business hours for Problem Resolution. Fix will be applied in the next patch release or next full release

8. Service Request Closure
RTI agrees to use commercially reasonable efforts to work with the Subscriber for problem resolution for an issue in accordance with the specifications of this SLA. Timely efforts must be made by all parties involved. If communication from Subscriber ceases without notice, after five (5) business days, RTI may, upon notice, close a Service Request due to inactivity on the part of the Subscriber. A Service Request may be reopened within thirty (30) consecutive days of closure. Once a Service Request is closed for 30 consecutive days, this issue will be considered permanently closed, and it cannot be reopened. If further work is necessary, a new Service Request will be opened, and all pertinent materials may need to be resubmitted before work can continue.

9. Escalation
Some work items (especially those associated with critical situations) may need to be expedited. When this becomes the case, Subscriber will notify RTI of the critical situation and RTI will agree to work with Subscriber on providing the appropriate solution for each critical situation. If RTI determines that sufficient information has been provided by Subscriber and the escalation is accepted, work on resolving the escalation begins in accordance to RTI standard business practices. RTI will provide an action plan to Subscriber. Each action plan should include the following information:

9.1. Problems statement, including early evaluation of possible resolution

9.2. Confirmation, when possible, that RTI can reproduce the problem

9.3. Problem status

9.4. Actions required

9.5. Who needs to perform the actions (where “who” may refer to RTI, Subscriber assets, other vendors, etc. It does not necessarily require the identification of a specific person)

9.6. Projected date for resolution (when possible)

10. Internal Riversand Escalation Process
When an issue needs internal escalation, an issue receives a combination of increasing levels of engineering expertise and higher levels of management. Once an issue is internally determined to be receiving the appropriate level of engineering and managerial attention then that issue need not be escalated to a higher resource level until the severity of the issue increases or progress toward resolution ceases or is unduly delayed.

11. Subscriber Obligations
Subscriber agrees to the following:

11.1. All Subscriber personnel contacting RTI for Support must be fully trained on the Major Release of the RTI.

11.2. Subscriber agrees that contact with RTI will be through the specified number of Designated Contacts. The ability to add additional contact(s) may be purchased.

12. Named Designated Contacts

12.1. The Subscriber can always “Cc” their Support alias (if they have one and if they so choose) and RTI will “Reply All” in the Service Request response, alleviating concerns that the Subscriber may have about situations where the contact who originally opened the request is not in that role anymore. Service Request is “out of the office” but the organization has other Support experts on hand working the issue.

12.2. Subscriber is allowed to have 3 named and dedicated contacts to contact support.

13. Nonconformance
If Subscriber is unable to complete, or requires assistance in, the diagnosis of a reported problem, then RTI can aid Subscriber to perform a diagnosis. If RTI determines the problem is due to nonconformance to published specifications of a Software version, or another substantial RTI-related problem, then RTI shall provide any Software fix for the reported nonconformance that may be available at the time the problem is reported. If there is no such available fix, RTI shall use reasonable commercial efforts to remedy such nonconformance, which may include a workaround or other temporary fix to the Software. If a workaround or other temporary fix to the Software is provided, RTI shall make reasonable commercial efforts to include it in a subsequent Software update.

14. Reporting Non-Riversand Errors to Subscriber
Upon working the Service Request in normal processes and with appropriate management review, if at that point RTI believes that a problem reported by Subscriber may not be due to an error in the product, RTI will so notify Subscriber. At that time, Subscriber may (1) instruct RTI to proceed with problem determination at its possible expense as set forth herein or (2) instruct RTI that Subscriber does not wish the problem pursued at its possible expense. If Subscriber requests that RTI proceed with problem determination at its possible expense and RTI determines that the error was not due to the error in the product, Subscriber shall pay RTI, at the RTI then-current standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith. Subscriber shall not be liable for:

14.1. Problem determination or repair to the extent problems are due to anomalies in the RTI product or

14.2. Work performed after Subscriber has notified RTI that it no longer wishes problem determination to be continued at its possible expense (such notice shall be deemed given when actually received by RTI). If Subscriber instructs RTI that it does not wish the problem pursued at its possible expense or such determination requires effort in excess of Subscriber instructions, RTI may, at its sole discretion, investigate the anomaly with no liability therefore.

15. Exclusions
RTI shall have no obligation to Support:

15.1. Altered, damaged, or modified product or any portion of the product incorporated with or into other Software not specifically approved by RTI;

15.2. Product problems caused by Subscriber negligence, misuse, or misapplication, use of product other than as specified in the RTI user manual, or in any other causes beyond the control of RTI; or

15.3. RTI shall have no obligation to Support Subscriber if:

15.3.1. The Product was not purchased from RTI;

15.3.2. Appropriate payment for Subscription has not been received by RTI;and/or,

15.3.3. The annual Subscription Term has expired without renewal

16. Updates
This policy may be updated by RTI at any time.


This subscription agreement (“Agreement”) is entered into between Riversand Technologies, Inc. (“Riversand”) and the entity that has executed the associated Order Form (“Customer”) as of the Subscription Effective Date identified on such Order Form (the “Effective Date”). In consideration of Riversand’s obligation to provide the products and services described in the Order Form (the “Offering”), Riversand and Customer hereby agree as follows:

1. Subscription Service. Subject to the terms and conditions of this Agreement and during the Term, Riversand shall make the Offering available to Customer and those of its and its Affiliates’, suppliers’ and contractors’ personnel authorized to use the Offerings for Customer’s internal business operations (collectively, “Users”) by means of supported web browsers. The terms of this Agreement shall also apply to updates and upgrades provided by Riversand for the Offering during the Term. Riversand shall host the Offering on its internet portal and may update the functionality, user interface, usability and other user documentation, training and educational information of and relating to the Offering from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Offering and Riversand’s customers’ use of its offerings. Customer shall comply with the terms and use restrictions stated in this Agreement and in the operational guidelines and policies governing the operation of Riversand’s systems (including the most-recent versions of the Service Level Agreement (“SLA”), Privacy Statement, Maintenance and Support Policy, and Data Policy, each as attached or as may otherwise be available on Riversand’s website at agreement/ (collectively, “Operating Policies”)). Customer shall be solely responsible for (a) the accuracy, quality and legality of the data entered into the Offering (“Customer Data”), (b) ensuring the Offering is only used in accordance with all applicable user guides, installation guides and manuals, solution package descriptions, operational guidelines and policies then in effect (“Documentation”), and (c) obtaining and maintaining any equipment and ancillary services reasonably required to use the Offering, including, without limitation, working space at Customer locations, computers, modems, servers, hardware, software, operating systems and telecom facilities and services (collectively, “Equipment”). Customer shall be responsible for the reliability and security of the Equipment, User accounts, passwords and files, and for any and all uses of Customer’s account or the Equipment. Customer shall allow Riversand to access Customer’s identity provider system as reasonably required in connection with the provisioning of access rights and roles for Users. Customer shall comply with all applicable laws and regulations (including, without limitation, laws relating to the use of the Offering and to transmission of Customer Data), and hereby agrees to indemnify and hold harmless Riversand 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 law or otherwise from Customer’s use of the Offerings. Riversand reserves the rights to monitor and audit Customer’s use of the Offering and to prohibit any use of the Offering it reasonably believes may result in a violation of the obligations and use limitations provided by this Agreement.

2. Estimates/Work Orders. Customer’s acceptance of an Offering and of Riversand’s obligation to provide such Offering shall be effective upon Customer’s execution of an estimate, statement of work or order form issued by Riversand (referred to herein as an “Work Order”) relating to such Offering. Each Work Order shall include a description of the Offering to be provided and the deliverables, schedules, resources, assumptions, fees, and any other terms and conditions relative to such Offering. Except as otherwise provided in the Work Order or this Agreement, each Work Order is non-cancellable. For any order by Customer’s Affiliate, the term “Customer” shall refer to Customer and such Affiliate(s).

3. Restrictions. Riversand’s obligation to make the Offerings available to Customer is at all times subject to compliance with the limitations set forth in the Work Order, as well as the following:

  1. User accounts may not be shared or used by more than one individual contemporaneously;
  2. The Offering shall not be used in excess of the usage limitations applicable to the Offering as specified in this Agreement and the Work Order, provided that Customer may change, add or remove Users in accordance with the procedure set forth herein;
  3. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Offerings or any software, documentation or data related to the Offerings; modify, translate, or create derivative works based on the Offerings (except to the extent expressly authorized by Riversand); allow any unauthorized individual to access the Offering; or use the Offerings for any unauthorized purpose (including the provision of services for third parties). Customer shall immediately notify Riversand in the event of any unauthorized use of the Offering, and shall be solely responsible for maintaining adequate controls over Customer’s transmissions of data to the Offerings and for monitoring such transmissions; and
  4. All rights not expressly granted to Customer are reserved by Riversand.

4. Term, Fee, Payment & Taxes.

  1. Term. This Agreement and Customer’s subscription to the Offering will be in effect for an initial “Subscription Term” extending for the duration indicated in the applicable Work Order for such Offering, and unless terminated by either party as described below, this Agreement shall be renewed and Customer’s subscription shall be extended automatically for additional consecutive periods of such duration as may be set forth in renewal Work Orders (each such extension, a “Renewal Term” and, together with the Subscription Term, the “Term”). Riversand shall provide Customer with a general renewal reminder and a renewal Work Order in advance of the end of the then-current Subscription Term. If, with respect to an Offering, Customer has not signed and delivered the Work Order to Riversand specifying a Renewal Term prior to the expiration of the then-current Subscription Term, the Subscription Term for such Offering shall be automatically extended for successive Renewal Terms of the same duration as the then-current Subscription Term, unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration. Unless otherwise specified in a Work Order, the Subscription Term and fees with respect to additional Offerings, Users, functionality and other items procured during an existing Subscription Term will terminate on the same date as that for the applicable Offering and will be prorated for the portion of the Subscription Term remaining at the time such items are added.
  2. Fees and Payment. Customer agrees to pay to Riversand all fees associated with the Offering (including subscription fees and reasonable out-of-pocket expenses incurred in connection with the Offering) in the form and amounts and within the time frame specified on the applicable Work Order, provided if no payment terms are provided on the Work Order, payment shall be due within 30 days from the invoice date and in U.S. dollars. All fees are non-cancelable and non-refundable, except as otherwise explicitly stated in the applicable Work Order or this Agreement, and shall be deemed accepted unless disputed in writing within thirty (30) days from invoice date, in which case Customer shall pay all undisputed amounts when due. Unless otherwise agreed in writing, the payment terms applicable to a Subscription Term will remain in effect for any Renewal Term, provided that fees shall be due on the first day of the Renewal Term. All fees payable to Riversand hereunder that remain unpaid after the due date shall be subject to a late charge equal to the lesser of 1.5% per month or the maximum rate permitted by law, which interest will accrue from the due date for payment until the date of actual receipt by Riversand of the full amount owed in cleared funds. Pricing for Offerings under renewal Work Orders shall be set at Riversand’s then-current pricing, unless otherwise agreed in writing. In the event Customer fails to make timely payments, Riversand may, in addition to any other rights available to it, suspend its obligations under this Agreement in whole or in part or suspend Customer’s access to the Offering. Annual fees for any Offering may be increased by Riversand over the prior year’s fee in Riversand’s discretion based upon changes in cost structures, provided such increase will not exceed ten percent (10%) of the prior year’s fee for such Offering. If the fees for all or any part of the Offering are based on usage of the Offering, then Riversand may access and use Customer’s usage data as reasonably necessary to determine the fees for the applicable feature or functionality.
  3. Taxes. Customer shall be liable for all federal, state and local taxes associated with the Offering, including without limitation sales and use taxes, value-added taxes, goods and services taxes, consumption taxes, duties, fees, and levies of any kind, and penalties and interest related thereto (“Taxes”). If Riversand has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Riversand with a valid tax exemption certificate authorized by the appropriate taxing authority.
  4. Notice. Notices, requests, statements or other communications provided for under this Agreement shall be in writing and shall be considered duly delivered (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the other Party at its address first written above or such other address as either party may provide to the other party in accordance with this Section.
  5. Termination. Upon termination of this Agreement, all of Customer’s access rights to and use of the Offerings, and all other rights set forth in this Agreement, shall, subject to Section 9(b), cease immediately. Either party may terminate this Agreement or suspend access to the Offering with immediate effect upon delivery of written notice to the other Party in the event that the other Party (each of the following, a “Default”):
    1. materially breaches any of the terms or conditions of this Agreement;
    2. is or becomes insolvent, or becomes a party to any bankruptcy, liquidation or receivership proceeding (whether voluntary or compulsory);
    3. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
    4. ceases or threatens to cease to carry on its business, or if an order is made or a resolution is passed for its winding up.

Notwithstanding the foregoing, Customer may not terminate this Agreement for Riversand’s default unless Riversand has failed to commence to cure such material breach within thirty (30) days of receipt of Customer’s notice thereof. In the event of a termination resulting from Customer’s default, Customer shall promptly pay Riversand in full for all fee amounts attributable to the Offering through the remainder of the Term, together with all damages, costs and expenses incurred by Riversand as a result of such termination.

5. Warranty. a. Riversand warrants that, during the applicable Subscription Term, (a) the Offering will conform in all material respects to the then-current Documentation, and (b) any services incorporated into the Offering will be provided in accordance with the standards of care and diligence normally practiced by recognized technology service providers in performing services of a similar nature. If, during the foregoing warranty period, it is shown that the foregoing standards have not been met, and Customer notifies Riversand of such nonconformity in writing within sixty (60) days from the date Customer knew or should have known of such nonconformity, Riversand shall (i) perform, at its cost, such corrective services as may be necessary to remedy such nonconformity or (b) if Riversand determines it is unable to substantially correct such nonconformity in a commercially reasonable manner within a period of thirty (30) days, Riversand may terminate access to the non-conformity Offering and refund any pre-paid fees attributable to such Offering for the remainder of the Term. This warranty does not cover nonconformities caused by Customer's abuse, misuse, accident, alteration, unauthorized modification or installation of the Offering, any use of the Offering contrary to the Documentation or the terms of this Agreement, or scheduled maintenance or unscheduled emergency maintenance (whether by Riversand or by third-party providers). Customer acknowledges that Riversand does not control the transfer of data over the Internet, and that the Offering may be subject to service interruptions, limitations, delays, and other problems inherent in the use of the Internet and other communications facilities, and agrees that Riversand shall not be responsible for any delays, delivery failures or interruptions, or other damages resulting from such problems or from other causes beyond Riversand’s reasonable control. Subject to the other provisions of this Agreement (including Riversand’s obligations and Customer’s rights with respect to protection of Customer Data), Riversand makes no warranty that the Offering will be uninterrupted or entirely free from security vulnerabilities, defects, errors or bugs, nor does it make any warranty as to the results that may be obtained from the use of the Offering. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, RIVERSAND MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES REGARDING THE OFFERING, INCLUDING ANY WARRANTIES FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS, AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE SPECIFICALLY PROVIDED TO THE CONTRARY IN THE SLA, CUSTOMER’S EXCLUSIVE REMEDIES AND RIVERSAND’S SOLE OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH DEFECTS IN THE OFFERING, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, SHALL BE THOSE STATED IN THIS SECTION.

6. Limitations of Liability.

a. People and Property. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, RIVERSAND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD CUSTOMER HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LIABILITY, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND OTHER COSTS OF DEFENSE) ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, DEATH OR INJURY TO THE EMPLOYEES OF RIVERSAND OR DAMAGE OR DESTRUCTION OF PROPERTY OF RIVERSAND, INCLUDING LOSS OF USE RESULTING THEREFROM AND ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER, IRRESPECTIVE OF CUSTOMER’S FAULT, NEGLIGENCE, OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY. LIKEWISE, AND ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD RIVERSAND AND ITS THIRD PARTY PROVIDERS (HEREINAFTER COLLECTIVELY REFERRED TO AS RIVERSAND FOR PURPOSES OF THIS ITEM), HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LIABILITY, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, DEATH OR INJURY TO THE EMPLOYEES OF CUSTOMER OR DAMAGE OR DESTRUCTION OF PROPERTY OF CUSTOMER, INCLUDING LOSS OF USE RESULTING THEREFROM AND ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER, IRRESPECTIVE OF RIVERSAND’S FAULT, NEGLIGENCE, OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY.b. Intellectual Property. This section 6(b) states each party's entire liability and the other party's sole and exclusive remedy for intellectual property infringement claims or allegations by a third party. Neither party shall have the right to use the trademarks, service marks, or other proprietary symbols or designations (“Trademarks”) of the first party without the written consent of the other party, except as otherwise described herein. Neither party will combine the other's Trademarks so as to effectively create a unitary composite mark, nor shall it use any product name or Trademark in a manner that is confusingly similar to the other party's Trademark. Customer grants to Riversand (and applicable third party providers), a nonexclusive, irrevocable, royalty-free, worldwide right to use or display any Trademarks that Customer provides Riversand for use in Customer's user interface for the Offering, subject to Customer's reasonable approval of each such use. Customer shall indemnify and hold Riversand harmless from any claim instituted by a third party and asserted against Riversand that Customer Data or Customer intellectual property infringes any United States patent, copyright, trade secret, or other proprietary right of a third party. Riversand agrees to indemnify and hold Customer harmless from any patent infringement or other intellectual property infringement claim brought against Customer by a third party alleging that an Offering when used in accordance with the Documentation infringes any United States patent, copyright, trade secret, or other proprietary right of a third party (“IP Claim”), provided that Customer:
  1. promptly notifies Riversand in writing of any such IP Claim;
  2. allows Riversand sole authority to control and direct the investigation, preparation, defense and settlement of the IP Claim, provided, however, that Customer shall have the right to participate in any settlement and compromise negotiations that would require any changes to the Offering or that would require any action or restraint of action by Customer and to consent to any settlement that would require the payment of money by Customer or would impose any limitations on Customer; and
  3. assists and cooperates with Riversand as reasonably required in the defense of such IP Claim.

In no event will Riversand have any obligations or liability with respect to any IP Claim (a) caused by or resulting from (i) Customer's abuse, misuse, accident, alteration, unauthorized modification or installation of the Offering, or any use of the Offering contrary to the Documentation, the Operating Policies or the terms of this Agreement; (ii) a settlement entered into by Customer, which Riversand has not approved in writing; (iii) the unauthorized modification of the Offering by or on behalf of anyone other than Riversand; or (iv) the use of an outdated release of the Offering extending more than a reasonable period of time after Riversand has released an updated version if the claim or action would have been avoided by use of the most current release, provided Customer is given an opportunity to use such most current release for no additional fee; or (b) based upon portions or components of the Offering (i) not supplied by Riversand; (ii) made in accordance with Customer’s instructions; (iii) combined with other products, processes or materials, where the alleged infringement relates to such combination; or (iv) if Customer continues the allegedly infringing activity after being notified of the potential existence thereof.




7. Confidentiality and Work Product.

a. Confidentiality. In connection with the Offering, each party acknowledges that it may have access to confidential and proprietary information of the other party (“Confidential Information”). “Confidential Information” include the Offering in any embodiment; the terms and conditions of this Agreement (including pricing); a Party's business, technical and financial information; the features, functionality and performance of the Offering; any materials, data, documentation, or specifications provided by Riversand pursuant to this Agreement; inventions and other proprietary procedures and processes; product and program names, models, specifications and descriptions; research and development information; implementation methodologies; names and other information of suppliers; and pricing. For purposes of this Section 7(a), the party disclosing Confidential Information is the “Discloser” and the party receiving such Confidential Information is the “Recipient”. Recipient shall (i) use the same degree of care to protect the confidentiality of Discloser's Confidential Information that Recipient uses to protect its own Confidential Information of a like nature, but in no event less than reasonable care; (ii) not disclose such Confidential Information or any part thereof to any third party without Discloser’s consent; (iii) instruct and require all of its and its affiliates’ officers, employees and contractors (“Representatives”) having access to such Confidential Information to maintain the confidentiality of the Confidential Information on terms no less restrictive than those set forth herein; and (iv) not use, reproduce, or copy such Confidential Information, except as expressly permitted herein. The foregoing notwithstanding, Riversand may disclose Customer's Confidential Information to its third party providers solely to the extent reasonably required in connection with the Offerings to be provided under the Agreement and shall have the right to use and disclose Customer Data in accordance with the limitations set forth in the Data Policy. In addition, Recipient may disclose Confidential Information of Discloser as needed to comply with a court order, subpoena, or other government demand (provided that, unless otherwise prohibited by applicable law, Recipient first notifies Discloser and gives Discloser the opportunity to challenge such court order, subpoena, or government demand). The obligations in this section shall not apply with respect to any information that: (i) is or becomes publicly available through no wrongful act or omission of Recipient; (ii) Recipient can demonstrate was in its or its affiliates lawful possession prior to disclosure; (iii) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure; or (iv) Recipient can demonstrate was independently developed by Recipient without reference to any Confidential Information. Customer acknowledges that any breach of the obligations hereunder with respect to Confidential Information may cause Riversand irreparable injury for which there are inadequate remedies at law and agrees that in the event of such breach Riversand shall be entitled to seek specific performance of the confidentiality obligation and injunctive relief in addition to all other remedies available to Riversand at law or in equity. The obligations in this Section shall survive the expiration or termination of this Agreement for any reason and remain in effect for a period of ten (10) years following any such expiration or termination.

b. Ownership. Except as may otherwise be specifically provided in this Agreement, Riversand shall retain all of its rights, title and interest in and to all (i) Offerings, together with all Documentation, data, software (including object and source code), proprietary technology, inventions, processes, documentation, data and other information and materials created, owned or developed by or for Riversand and in existence prior to the Effective Date; (ii) all work product developed by Riversand resulting from the Offerings (iii) all know-how, designs, specifications, databases, computer software and other proprietary rights developed, owned or used by Riversand independently of its obligations under this Agreement; (iv) Riversand Confidential Information; (v) any copies, modifications to, or derivatives of any of the foregoing; and (vi) all intellectual property rights anywhere in the world, whether registrable or unregistrable, in any of the foregoing. Notwithstanding anything to the contrary in this Agreement, each Party shall have the right to utilize any skills or knowledge of a general nature acquired during the course of performing or using the Offering, including, without limitation, information publicly known or that could reasonably have been acquired in the conduct of similar work performed for another customer, but excluding Customer's Confidential Information.

c. Exports; Federal Government End Use. Customer may not remove or export from the United States or allow the export or re-export of the Offering or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The Parties agree that no Offering or Customer Data shall be exported without the written consent of the owner of such Customer Data or Offering. Customer hereby represents and warrants that neither Customer, nor any User, is: (i) prohibited by United States export laws or regulations from receiving or using United States origin goods or services; (ii) located in, a legal entity formed in, or a citizen of, any country subject to United States sanctions or embargoes, or, (iii) controlled by an entity described in (i) or (ii). To the extent the Offering, including related software and technology, is delivered to an end user constituting the federal government or any of its agencies, Riversand provides the Offering subject to the following: as defined in FAR section 2.101, the Offerings and related documentation are “commercial items” and, according to DFAR section 252.227 7014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation” and if a government agency requires any rights other than those customarily offered to the public, it must negotiate with Riversand to determine if there are acceptable terms for granting those rights.This Section shall survive expiration or termination of this Agreement.

d. Publicity. Customer agrees that Riversand may use Customer’s name on customer lists in sales presentations, marketing materials and related activities. Riversand will seek Customer's permission prior to disclosure of any further details relating to Customer's experience using the Offering. Riversand may issue a press release describing the general transaction and using Customer’s name, provided that Riversand obtains Customer’s prior written consent to the press release.

e. Third Party Websites. The Offering may allow access to other websites not under the control of Riversand (“Third Party Websites”). Riversand is not responsible for the contents of any linked website, and Customer’s use of any Third Party Websites shall be at Customer’s sole risk and expense. Riversand provides links only as a convenience, and such inclusion of any link does not imply endorsement by Riversand of the linked website or any part of its contents. Customer acknowledges that Third Party Websites may subject Customer to terms and conditions imposed by the Third Party Website owner, and/or fees for use of such Third Party Website.

8. Governing Law and Jurisdiction.

All matters arising out of or relating to this Agreement shall be governed by the laws of the State of Texas, excluding its conflicts of law provisions, and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Houston, Harris County Texas in any dispute arising out of or relating to this Agreement. In the event of a dispute, the parties shall meet and attempt in good faith and with reasonable diligence to commercially resolve the dispute before seeking recourse through litigation or alternative forms of formal dispute resolution. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed or Offerings supplied under it.

9. General Provisions.

a. Integration. This Agreement incorporates by reference the terms of all applicable SLAs, Maintenance and Support Policies, Data Policies and Work Orders as though the same were set forth in their entirety herein. This Agreement, together with such referenced items, constitutes the entire and exclusive understanding between Customer and Riversand with respect to the subject matter referenced herein and supersedes all prior and contemporaneous agreements, understandings, representations, proposals, discussions and communications, whether oral or in writing. The parties expressly disclaim any reliance on any and all prior discussions, emails, RFPs and/or agreements between the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice, sale confirmation or other administrative document issued by Customer in connection with this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Riversand to object to such terms, provisions, or conditions. This Agreement shall not be modified, supplemented or amended, or waived, except by a writing referencing this Agreement and signed or expressly accepted by the party against whom the modification, amendment or waiver is to be asserted, or by a properly executed Work Order. Notwithstanding the foregoing, after execution of this Agreement, and during the electronic provisioning of Customer’s account, Customer will be presented with the requirement to “agree” to a click-through agreement pertaining to “Main Terms of Service” or “Terms of Service” before Customer’s account can be successfully provisioned. Customer acknowledges that any “click-through agreements” found at (or other similar sites) shall apply and be incorporated into this Agreement by reference if optional services or features are subsequently ordered or activated. All subsequent agreements between the parties (including, for the avoidance of doubt, any Work Orders) relating to the subject matter of this Agreement shall be subject to the terms and conditions of this Agreement to the exclusion of all other terms and conditions. Should the provisions of any part of this Agreement conflict with those of any other part of this Agreement, the inconsistency shall be resolved by giving precedence in the order indicated as follows: (a) the Operating Policies; (b) most-recent amendment (if any); (c) this Agreement; and (d) the applicable Work Order.

b. Survival. Any termination or expiration of this Agreement, howsoever brought about, shall not affect or prejudice the provisions hereof pertaining to warranty, indemnity, confidentiality, insurance, disclaimer of consequential damages, limitation of liability, dispute resolution, and governing law, and any provisions which either expressly or by implication are intended to remain in effect following such expiration or termination.

c. Miscellaneous. This Agreement shall inure to benefit of and bind the parties hereto and their respective successors and assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that Riversand may assign without consent to its affiliate or the successor of all or substantially all of Riversand’s business or assets, and any such assignment or purported assignment shall be void. There are no third-party beneficiaries to this Agreement. The status of each party under this Agreement shall be that of an independent contractor. This Agreement is not intended to and does not create any joint venture, partnership, agency, or employment relationship between the parties, nor does it grant either party the authority to bind or contract any obligation in the name of or on the account of the other party or to make any statements, representations, warranties or commitments on behalf of the other party. Each party acknowledges that it is a sophisticated commercial party represented by legal counsel or otherwise familiar with the transactions contemplated by this Agreement, and that it has negotiated this Agreement at arm's length. If any provision is held by a court of competent jurisdiction to be unenforceable or invalid, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy arising hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Neither party shall be liable for delay or nonperformance of any obligation (excluding payment obligations) to the extent resulting from any force majeure event, including, without limitation, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, terrorism (including cyber terrorism), DDoS and similar attacks, viruses or other malicious software attacks or infections, act of war, civil unrest, criminal acts of third parties, power failure, failure of the Internet or of a public telecommunications company, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving Riversand employees), or shortage of materials. The party seeking the benefit of the force majeure event shall use reasonable efforts to notify the other party of the circumstances causing the delay and to resume performance as soon as possible, and any delivery date shall be extended accordingly. The section headings used in this Agreement are included for reference purposes only and shall not affect the meaning or interpretation of this Agreement in any way. This Agreement may be executed in counterparts and/or by electronic signature and if so executed shall be equally binding as an original copy of this Agreement executed in ink by both parties.

This Service Level Agreement is to be used with the Essential™ product and is governed by the terms of the associated Subscription Agreement between Riversand Technologies, Inc. and Customer. Capitalized terms not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

1. Definitions.

1.1. “Credit Unit” is a representation of a unit of currency, of the same type as that used for payment to Riversand for the applicable Offering. 1.2. “Downtime” means a period of time during the Reference Period in which the Offering is not accessible by Customer (in minutes), less any Excluded Downtime. 1.3. “Excluded Downtime” means a period of time during the Reference Period in which the Offering is not accessible by Customer (in minutes) because of:

1.3.1. a fault or failure of the Internet, of any public telecommunications network, or of hardware, local area networks, or software that is owned or controlled by Customer or a third party; 1.3.2. an intentional shut-down in connection with security procedures or at the direction of Customer; 1.3.3. any Force Majeure event; 1.3.4. Riversand’s inability to deliver resulting from any act or omission of Customer; 1.3.5. critical data model elements being missing or unavailable due to corrupted data; or 1.3.6. Scheduled Downtime.

1.4. “Reference Period” has the meaning provided in Section 2 of this Service Level Agreement. 1.5. “Scheduled Downtime” means the period of time when Riversand schedules routine maintenance or systems upgrades. Riversand shall exercise commercially reasonable efforts to schedule maintenance and system upgrades outside of peak traffic periods. Unless notice is provided, Scheduled Downtime will occur on Saturdays within the twelve hour window between 8:00AM and 8:00PM, United States Central Time Zone. 1.6. “System Availability” means the percentage of time during the Reference Period in which the Offering is accessible to Customer substantially in accordance with the terms of this Service Level Agreement, as measured by Riversand’s monitoring system. System Availability shall be calculated in accordance with the following formula:

A% = (R – D) / (R – E) x 100 Where: R is the Reference Period (in minutes); D is the total Downtime; E is the total Excluded Downtime; and A% is the System Availability.

2. Applicability. Subject to the terms of the Subscription Agreement, Riversand warrants that the Offering (as defined in the Subscription Agreement and described in more detail in the Order Form) will have a System Availability of 99.5%, as calculated over a Reference Period of one calendar year (the “Accessibility Warranty”).

3. Remedy. If the Offering fails to meet the Accessibility Warranty, Riversand will issue to Customer’s account the number of Credit Units resulting from application of the credit formula set forth in Section 4 of this Service Level Agreement. Customer may apply the Credit Units towards any future purchases of Riversand Offerings.

4. Calculation. Credit Units shall be calculated as follows: Credit Unit = (1 – System Availability) x subscription fee received by Riversand attributable to the Reference Period.

5. Notification. In order to obtain Credit Units based on Riversand’s breach of the Availability Warranty, Customer must notify Riversand no later than five (5) days of the event of Downtime for which Customer believes it may be entitled to a Credit Unit. Such notice shall set forth in reasonable detail the duration of the event of Downtime and the circumstances under which Customer was unable to access the Offering. Customer shall be solely responsible for bringing to Riversand’s attention any failure to access the Product.


This Maintenance and Support Policy shall be used with and governed by the terms of the Subscription Agreement between Riversand Technologies, Inc. and Customer. All capitalized terms not defined in this Maintenance and Support Policy will have the meanings ascribed to them in the Subscription Agreement.

1. Definitions.

  1. “Configurations” means tailoring the UI screens for different roles and user, enabling/disabling some core features and modules etc.
  2. “Incident” refers to an event which is not part of the standard operation of an Offering and which causes or may cause disruption to or a reduction in the quality of services and Customer Such events are typically System Outages or a loss of functionality.
  3. “Incident Reporting Channels” means the agreed methods of communicating and registering Incidents with Riversand, as further described in Section 5 of this Maintenance and Support
  4. “Response Time” means the time between Customer’s report of an Incident through the Incident Reporting Channels and Riversand’s acknowledgement of the existence of the
  5. Restoration” means the successful application of the Support Services to an Incident, and may be achieved by (a) reinstalling software; (b) application of a tested patch or workaround; (b) identification of an Incident’s cause, where a patch may cause unknown or serious problems in the Offering; (c) modification of the Offering to include new features; (d) the inability to reproduce an Incident despite reasonable efforts; (e) Customer’s agreement that the Incident was not caused by a defect or deficiency in the Offering; and (f) for P4 and P5 incidents, fixes or generation of a solution roadmap.
  6. “Scheduled Downtime” means the period of time when Riversand provides routine maintenance or systems upgrades. Riversand shall exercise commercially reasonable efforts to schedule maintenance and system upgrades outside of peak traffic periods. Unless notice is provided, Scheduled Downtime will occur on Saturdays on Saturdays within the twelve-hour window between 8:00AM and 8:00PM United States Central Time
  7. “Support Services” refers to Riversand’s technical support service obligations in view of the Restoration of Incidents. Riversand reserves the right to subcontract the Support Services upon prior written notice to Customer. The Support Services do not include any education services, Configuration, implementation or professional services. Products such as training and onsite services may be purchased in addition to Support Services, at Riversand’s then-current standard services

2. Offerings Supported. This Maintenance and Support Policy covers the Offerings listed in the Order

3. Service and Support Hours (Service Availability). Customer support will be available from 8:00 am to 5:00 pm U.S. Central Standard Time Monday through

4. Performance Monitoring. Riversand shall ensure that performance of the Application Services and Platform Services is monitored and the following measures are made available to Customer in accordance with Section Monitoring should include data center monitoring, point to point monitoring and end user monitoring through automated scripts running at an interval of no less than 15 minutes.

5. Support Languages. All written communication by both parties, including but not limited to documents, email and tickets shall be in

6. Incident Reporting Channels.

  1. The primary Incident Reporting Channel is the support portal available at:
  2. Email:
  3. Phone:
  • Australia: +61 283173227 Option 1
  • Swiss: +41 445087579 Option 1
  • Germany: +49 32214219911 Option 1
  • UK: +44 2038072242 Option 1
  • USA: +1-713-934-8899 Option 1
  • USA Toll Free: +1-888-234-5933 Option 1

Riversand’s obligation to provide Support Services in response to an Incident is subject to Customer’s support liason(s) reporting the Incident via one of the Incident Reporting Channels. Customer will share his own unique Incident reference ID for each Incident reported. Customer expects this reference ID to be included in any Incident communications between the Parties.

7. Incident Response and Restoration Times. For Incidents requiring Support Services, Riversand agrees to respond to the Incident, and Restore critical functionality of the Offering, in accordance with the following:

PriorityDescriptionRESPONSE TIME(Maximum)RESTORATION TIME(Maximum)
1CRITICAL: The Incident stops most of the Business. The issue is occurring in a production environment.10 minutes2 Hours
2URGENT: The Incident stops a large part of the Business or Major issues to most of the Business.30 minutes8 Hours
3HIGH: One or more users can't follow a key Business process, or a large part of the Business suffers a major issue.2 hours24 Hours
4MEDIUM: One or more users suffer a major issue, or a large part of Business suffers minor difficulty.4 hours72 Hours
5STANDARD: One or more users suffer a minor difficulty.8 hours72 Hours

8. Incident Acknowledgment Priority Matrix. Riversand will acknowledge reports of Incidents via support tickets submitted through Riversand’s support portal. For each Incident, a unique identifier as well as the Customer’s own Incident reference ID will be communicated to Customer. Riversand will be responsible for Incidents reported to Riversand or detected by Riversand’s own monitoring tools. Each support ticket will be prioritized based on the priority of the support ticket. Following the 60-day stabilization period immediately following Customer’s commercial go-live for the Offering, Riversand will prioritize Incidents as follows:

  • P1 (Critical)
  • P2 (Urgent)
  • P3 (High)
  • P4 (Medium)
  • P5 (Standard)
Priority MatrixIMPACT
Multiple Business Areas Multiple UsersSingle Business Area Multiple UsersMultiple Business Areas Single UserSingle Business Area Single User
URGENCYI cannot workP1P2P3P4
I cannot do critical parts of my jobP2P3P4P4
I am able to work but it will become critical within 24hrsP3P3P4P4
I am working with minor inconvenience and disruptionP4P4P5P5

9. Procedure for Maintenance. Riversand shall give at least 48 hours’ advance notice for any Scheduled Downtime. Riversand shall use its best efforts to schedule all downtimes on Saturdays within a twelve-hour maintenance window between 8:00AM and 8:00PM, U.S. Central Time Zone (depending on the production server(s) from which Riversand is providing the Offering). Riversand shall use its best efforts to limit Scheduled Downtime, be it for a major Services release or others, to sixteen (16) hours per month, except in the event of a Force Majeure event or other circumstances beyond Riversand’s reasonable control. Riversand reserves the right to extend or change the times of the maintenance window. Other than in exceptional circumstances (for example, in an emergency response to a security threat), Riversand updates will occur during notified maintenance periods

10. Backup and Disaster Recovery. Riversand ensures site backup at a designated frequency in a third-party location and the backup data is stored in geo-replicated sites. Riversand maintains copies of the data across data centers. Once the initial seeding is complete, only incremental changes are sent to the geo-replicated site at a defined

Riversand will provide details of its disaster recovery procedure and records of last and next planned failover dates. The switchover & recovery process is targeted to take no more than forty-eight (48) hours and the data on the two systems is designed to not be out- of-synch by more than forty-eight (48) hours. Riversand uses automation tools to create disaster recovery plans. Recovery plans can orchestrate recovery of the virtual machines protected for replication to a different data center. This methodology helps in making the recovery consistently accurate, repeatable, and automated. These automated plans can be tested without disrupting the services at the primary location. Riversand typically runs these recovery plans annually to validate the recovery service.

This Data Policy shall be used with and governed by the Subscription Agreement between Riversand Technologies, Inc. and Customer to the exclusion of any terms or conditions appearing on any documents submitted by Customer, except as may otherwise be agreed by the parties in accordance with the Agreement. All capitalized terms not defined in this Data Policy shall have the meanings ascribed to them in the Subscription Agreement.

This Data Policy describes Riversand’s policy for handling, processing, storing, and otherwise treating transactional and other data of Customers, and data associated with Users sent to Riversand as part of Customer’s use of the Offering.

When using the Offering, Riversand collects information that Customer, Customer’s Users, or other data sources send to the Offering (such as internet-protocol addresses, transaction-related data, and user account information).

1. Customer Data Handling and Use. Riversand understands the sensitive nature of the data and information that Customer and Customer’s Users may provide while using the Offering. Riversand will treat Customer Data as Confidential Information in accordance with the Subscription Agreement, subject to the terms of this Data Policy, and will use it only to: facilitate operation of the Offering and its related services; enhance use of the Offering and its related web pages; process Customer transactions; analyze the extent to which Customer uses the Offering (e.g., the volume and history); enable Riversand to contact and communicate with Customer; and perform internal tracking, diagnostics, improvements and corrections of the Offering and related Riversand offerings. In connection with the foregoing, Riversand may collect and analyze Customer Data and other information relating to the provision, access and use of the Offering and related systems and technologies (including, without limitation, Customer metadeta). Customer understands and agrees that, to the extent Customer Data comprises data from Customer’s vendors, Customer hereby consents to Riversand’s usage of unpriced elements of such data for the sole purpose of promoting Riversand’s services to such vendors.

2. Customer Data and Third Parties. In using the Offering, Customer understands Riversand will send Customer’s Transaction Data over Riversand’s network to Riversand service providers in order to facilitate Customer transactions. Riversand may generate and access statistical reports on Customer’s transaction history using Riversand systems and determine Customer usage patterns. In addition, Riversand may generate high level statistical reports relating to the Offering utilizing Customer Data in connection with Riversand’s business, so long as such reports contain only anonymous, aggregated data form so as not to identify Customer or any specific Customer Data. Such anonymized reports may be reported publicly.

3. Riversand Technologies’ Commitment to Data Security. Riversand takes steps to appropriately safeguard and secure all information transmitted between the User and the Solution by using industry-standard 128 Bit Secure Socket Layer (SSL) or greater encryption methods. We’ve designed our services so that User information can only be viewed from within the Offering.