Terms of Service

Welcome to Rivanna AI, a website and software service provided by Rivanna AI, Inc. (“Rivanna AI,” “we,” “our,” or “us”). These Terms of Service (“Terms” or “Agreement”) explain the terms under which you may access or use our websites (the “Site”), applications, APIs, and software-as-a-service offerings (collectively, the “Service”).

By accessing or using the Site or Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://www.rivanna.ai/privacy). If you do not agree, do not use the Site or Service.

PLEASE READ CAREFULLY: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION/JURY TRIAL WAIVER.

1. Eligibility; Accounts

1.1 Eligibility. You may use the Service only if you can form a binding contract with Rivanna AI and only in compliance with these Terms and all applicable laws. The Service is not intended for children under 13 and may be restricted to older ages where required by law.
1.2 Accounts & Access. You are responsible for safeguarding your account credentials and for all activity under your account. Account credentials are personal to you and may not be shared. You must promptly notify us of any unauthorized use or security incident.
1.3 Entity Users. If you use the Service on behalf of a company or other entity, “you” means that entity, and you represent that you have authority to bind it to these Terms.

2. License; Use of the Site and Service

2.1 License. Subject to these Terms, Rivanna AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Service for your internal business or personal (as applicable) purposes during the Term.
2.2 Reservation of Rights. Rivanna AI and its licensors reserve all rights not expressly granted herein. We may modify, suspend, or discontinue the Service (in whole or in part) at any time with or without notice, subject to Section 15 (Changes to Terms).

3. Acceptable Use

You agree not to (and not to enable, permit, or assist others to):
(a) copy, scrape, crawl, index, or distribute any part of the Service except as expressly permitted;
(b) access the Service via any automated means (e.g., bots, spiders) except as authorized by Rivanna AI (e.g., approved API usage subject to separate terms);
(c) interfere with or compromise the integrity or security of the Service;
(d) upload malware, viruses, worms, time bombs, or similar harmful code;
(e) attempt to reverse engineer, decompile, or discover the underlying source code, models, or algorithms of the Service (except to the extent such restriction is prohibited by law);
(f) use the Service to violate any third-party rights, including privacy, publicity, or intellectual property;
(g) impersonate any person or entity or misrepresent your affiliation;
(h) use the Service for competitive analysis or to build a competing product or dataset;
(i) exceed any usage limits or quotas, or circumvent rate limits or technical protections;
(j) use the Service in violation of export controls, sanctions, or embargoes;
(k) submit unlawful, harmful, fraudulent, defamatory, or otherwise objectionable content;
(l) use the Service to process, store, or transmit protected health information (PHI) unless we have agreed in writing to a HIPAA-compliant arrangement.

4. Content; Ownership

4.1 Your Inputs and Data. “Customer Data” means documents, files, and data you or your authorized users upload to the Service. “Input” means prompts or queries you submit. “Output” means responses generated by the Service for you. As between you and Rivanna AI, you retain all right, title, and interest in and to Customer Data and Input.
4.2 License to Provide the Service. You grant Rivanna AI a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data and Input solely to provide, maintain, secure, and support the Service, to prevent or address Service or technical issues, to comply with law, and as otherwise permitted by these Terms.
4.3 Output. Subject to third-party rights and these Terms, we assign to you our rights in the Output generated for your Input, to the extent permitted by law. You are responsible for evaluating Output and for your use of it, including any decisions or actions taken based on Output.
4.4 No Training on Your Data. Rivanna AI will not use Customer Data, Input, or Output to train foundation models. Our subprocessors will not use your Customer Data, Input, or Output to train their models.
4.5 Usage Data. Rivanna AI may collect and use de-identified and/or aggregated telemetry and usage data (“Usage Data”) to operate, analyze, and improve the Service. Usage Data will not include your Confidential Information except as aggregated and de-identified.

5. Third-Party Services and Data Sources

The Service may integrate with third-party services, content, models, or data sources. Your use of third-party offerings is governed by their terms, and Rivanna AI is not responsible for third-party products or content. We may replace or discontinue integrations at any time.

6. Beta / Preview Features

From time to time, we may offer features labeled alpha, beta, preview, early access, or similar (“Preview Features”). Preview Features are provided AS IS and AS AVAILABLE, may be changed or discontinued at any time, and may be subject to additional terms or limits. To the extent permitted by law, our total liability for Preview Features is capped at US$50.

7. Compliance; Data; Security

7.1 Your Responsibilities. You are responsible for the accuracy, content, and legality of your Customer Data and Input and for complying with applicable laws (including data protection, securities, and export laws).
7.2 Data Location. Unless otherwise agreed, Customer Data is stored in the United States; processing may occur in the United States and/or other jurisdictions where Rivanna AI or its subprocessors operate.
7.3 Security. We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is perfectly secure; you should implement appropriate controls and backups for your environment.

8. Fees and Payment (If Applicable)

If you purchase paid access, you agree to pay the fees stated at purchase or in an order form. Fees are non-refundable unless otherwise stated. Late amounts may accrue interest at 1% per month (or the maximum allowed by law). We may suspend or terminate access for non-payment.

9. Term and Termination

9.1 Term. These Terms are effective when you first access the Service and continue until terminated.
9.2 Termination for Convenience. Either party may terminate at any time by ceasing use (you) or by notice (either party). If you have a paid plan, the applicable order form controls renewal and cancellation.
9.3 Termination for Cause. We may suspend or terminate immediately for material breach (including AUP violations) or for legal/safety reasons.
9.4 Effect. Upon termination, your right to access the Service ends, and you must stop using it. We will delete remaining Customer Data in accordance with our standard data retention practices and any applicable data processing terms or written instructions from you. Sections that by nature should survive (e.g., IP, confidentiality, disclaimers, limitations of liability, arbitration) will survive.

10. Confidentiality

Each party (as “Receiving Party”) will protect the other party’s non-public information (“Confidential Information”) with the same care it uses to protect its own similar information (but no less than reasonable care). The Receiving Party may use Confidential Information only to perform under these Terms and may disclose it only to its personnel and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these Terms. If legally required to disclose, the Receiving Party will give prompt notice (if lawful) and cooperate to seek protective treatment.

11. Intellectual Property

Except for your rights in Customer Data, Input, and Output (Section 4), Rivanna AI and its licensors own all rights, title, and interest in and to the Site, Service, software, models, features, designs, compilations, and all related IP. No rights are granted by implication or estoppel.

12. Disclaimers

12.1 AI-Generated Output. Output may be incorrect, incomplete, or misleading and is provided for informational purposes only. You must independently verify any information and should not rely on Output as legal, investment, medical, or other professional advice.
12.2 General. THE SERVICE AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVANNA AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, and that the Service will be error-free or uninterrupted.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NO INDIRECT DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
(b) CAP. EXCEPT FOR (i) YOUR PAYMENT OBLIGATIONS; (ii) YOUR BREACH OF SECTION 3 (ACCEPTABLE USE); OR (iii) YOUR INFRINGEMENT OR MISAPPROPRIATION OF RIVANNA AI’S IP, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO RIVANNA AI FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$1,000 IF YOU ARE ON A FREE TIER—WHICHEVER IS GREATER.
(c) PREVIEW FEATURES. Section 6 applies for Preview Features.

Some jurisdictions do not allow certain disclaimers or limits; some terms may not apply to you.

14. Indemnification

14.1 By You. You will defend and indemnify Rivanna AI and its affiliates, officers, directors, employees, and agents from and against third-party claims and liabilities arising from (a) your Customer Data, Input, or use of Output; (b) your breach of these Terms; or (c) your violation of law or third-party rights.
14.2 By Rivanna AI. Rivanna AI will defend and indemnify you from and against third-party claims that your authorized use of the Service directly infringes such third party’s U.S. patent, copyright, or trademark, or misappropriates its trade secret. If the Service is enjoined, we may (at our option) procure continued use, modify it to be non-infringing, or terminate affected features and provide a pro-rata refund of prepaid, unused fees. This Section does not apply to claims arising from combinations, modifications, or use in violation of these Terms.
14.3 Procedure. The indemnified party must promptly notify the indemnifying party, who will control the defense and settlement (no admission of liability or non-confidential settlement without consent). The indemnified party will reasonably cooperate.

15. Changes to Terms

We may update these Terms from time to time. Changes become effective when posted to the Site (or a later stated effective date). We will provide notice of material changes (e.g., by email or in-product). Your continued use after changes take effect constitutes acceptance. We will not materially reduce our confidentiality commitments or use your Customer Data to train models without your express consent.

16. Export; Sanctions; Anti-Corruption

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted party list. You will comply with all applicable export, re-export, and sanctions laws and anti-corruption laws.

17. Government Use

If you are a U.S. Government user, the Service is “commercial computer software” and “commercial computer software documentation,” provided with only those rights set forth in these Terms. Use is subject to FAR 12.211, 12.212 and DFARS 227.7202, as applicable.

18. Publicity

We may use your name and logo to identify you as a customer on our website and marketing materials, consistent with your brand guidelines if provided. You may opt out by emailing legal@rivanna.ai.

19. Notices

Notices must be in writing and sent to:
Rivanna AI, Inc. — 27 E 28th Street, New York, NY 10016, USA
Email: legal@rivanna.ai
We may send notices to the email associated with your account. Notices are deemed given when received (or when sent by email, on transmission).

20. Arbitration; Class Action Waiver; Jury Waiver

Please read this Section carefully. It affects your rights.

20.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules (or Comprehensive Rules for disputes over US$250,000). The seat of arbitration will be New York, New York, and the language will be English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek provisional relief in aid of arbitration.
20.2 Class Action Waiver. YOU AND RIVANNA AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
20.3 Jury Waiver. YOU AND RIVANNA AI WAIVE ANY RIGHT TO A JURY TRIAL to the extent permitted by law.
20.4 Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to legal@rivanna.ai with subject “Arbitration Opt-Out” and your account details.

21. Governing Law; Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to Section 20 (Arbitration), the exclusive jurisdiction and venue for any action not subject to arbitration will be the state and federal courts located in New York, New York, and each party consents to personal jurisdiction there.

22. Miscellaneous

22.1 Order of Precedence. If you have a separately executed agreement or order form with Rivanna AI that expressly governs the Service, that agreement will control to the extent of any conflict with these Terms.
22.2 Assignment. You may not assign these Terms without our prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void.
22.3 Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, labor actions, internet or utility failures).
22.4 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect. Failure to enforce any provision is not a waiver.
22.5 Entire Agreement. These Terms (and any referenced policies) are the entire agreement between you and Rivanna AI regarding the Service and supersede prior or contemporaneous agreements on the subject.
22.6 Headings. Headings are for convenience only and have no legal effect.

23. Contact

Questions about these Terms? Email legal@rivanna.ai.

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