Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Rivolq LLC ("Rivolq," "we," "our") and the legal entity or individual that accesses the Service ("Customer," "you"). By creating an account, signing an order form that references these Terms, clicking "I accept," or otherwise using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.

These Terms incorporate by reference our Privacy Policy and, for Customers that process personal data through the Service, our Data Processing Agreement.

• "Service" means the Rivolq cloud-based facility asset management and risk intelligence platform, including the web, mobile, and desktop applications, APIs, and documentation.
• "Customer Data" means data, content, and files that Customer and its Authorized Users submit to or generate through the Service.
• "Authorized User" means an employee, contractor, or agent of Customer who is provisioned an account by Customer.
• "Subscription" means Customer's right to access the Service for the term and on the plan set out in an order form or self-service signup.
• "Documentation" means the published guides and reference materials made available with the Service.

The Service includes, depending on Customer's plan:

• Asset lifecycle management and tracking, including hierarchical zones, locations, and assets;
• Work order management, preventive maintenance scheduling, and request portals;
• A deterministic risk intelligence engine (Weibull survival analysis, Monte Carlo simulation, consequence modeling) and the Decision Ledger audit trail of risk decisions;
• Facility Intelligence — AI-assisted explanations and analyses produced by sending facility data and prompts to a third-party AI provider;
• 3D digital twin visualization and floor-plan management;
• Operational reporting, exports, and integrations;
• Web, mobile (Expo / React Native), and desktop (Electron) clients.

We may add, change, or remove features over time. Where a change materially reduces functionality of a paid plan during a paid term, Customer's exclusive remedy is the pro-rata refund described in Section 14.

The Service is intended for use by businesses and other organizations and by individuals at least 18 years old acting in the course of business. Customer is responsible for inviting, deprovisioning, and managing roles for its Authorized Users and is responsible for the acts and omissions of its Authorized Users as if they were its own.

Customer must provide accurate registration information and keep account credentials confidential. Customer must notify us immediately at security@rivolq.com of any suspected unauthorized access. We may suspend or terminate accounts that violate these Terms or that exhibit activity we reasonably believe to be fraudulent or threatening to the Service or other Customers.

Passwords must meet our published complexity requirements (minimum 8 characters with mixed case, a number, and a symbol). The Service supports multi-factor authentication via TOTP (authenticator app) and WebAuthn / passkeys, and supports enterprise SSO via Google, Microsoft Entra ID, and SAML. Customers on plans that include SSO enforcement may require all Authorized Users to authenticate through SSO.

Customer is responsible for maintaining strong authentication for its Authorized Users, for promptly deprovisioning accounts when access should be revoked, and for the security of any API keys or service-account credentials it issues.

The Service is offered under subscription plans with varying feature sets and usage limits, including limits on the number of facilities, assets, Authorized Users, and AI tokens. Plan details are described on our pricing page or in an order form.

Free trials, if offered, are provided for evaluation only and may be ended by Rivolq at any time. Trial data becomes inaccessible if the trial ends without conversion to a paid plan, and will be deleted in accordance with Section 14.

Paid Subscriptions auto-renew for successive terms equal to the then-current term unless either party gives at least 30 days' notice of non-renewal before the end of the current term. Fees are billed in advance and are non-refundable except as expressly stated in these Terms or as required by law. We may change pricing on at least 30 days' notice; the new pricing takes effect at the next renewal. If payment fails, we may suspend access after providing reasonable notice and an opportunity to cure. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Fees do not include taxes; Customer is responsible for all applicable taxes other than taxes on Rivolq's net income.

7.1Ownership

As between the parties, Customer owns all right, title, and interest in Customer Data. Rivolq claims no ownership of Customer Data.

7.2License to Rivolq

Customer grants Rivolq a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and improve the Service for Customer and to comply with law. We do not use Customer Data to train generalized AI models, and we contractually prohibit our AI sub-processors from doing so on data submitted through our API integration.

7.3Aggregated and De-identified Data

Rivolq may generate aggregated or de-identified information from operation of the Service that does not identify Customer or any individual ("Aggregated Data") and may use Aggregated Data for any lawful purpose, including improving the Service. Rivolq will not re-identify Aggregated Data.

7.4Customer Responsibilities

Customer is responsible for the lawful basis, accuracy, and content of Customer Data, including obtaining all necessary consents and giving any required notices, and for not submitting data prohibited by these Terms or the DPA. Customer is responsible for maintaining its own backups of any data it considers critical and independently necessary outside the Service.

7.5Multi-Tenant Isolation

Customer Data is isolated from other Customers through both application-level controls and PostgreSQL row-level security. No other Customer can access Customer's facilities, assets, work orders, or attachments.

Customer and its Authorized Users will not:

• Violate any law or any third-party right;
• Attempt to access accounts, data, or systems they are not authorized to access, or circumvent multi-tenant isolation;
• Reverse engineer, decompile, or disassemble the Service except to the extent that applicable law expressly permits;
• Upload viruses, worms, ransomware, or other harmful code, or attempt denial-of-service attacks;
• Use the Service to build, train, or benchmark a competing product, or to scrape or extract data other than through the supported export and API features;
• Share Authorized User credentials, or allow a single Authorized User account to be used by multiple individuals;
• Exceed the usage limits of the Subscription, or evade rate limits or technical restrictions;
• Submit personal data of children, special-category personal data, full payment card numbers, government identifiers, or other restricted data described in our DPA, except where separately agreed in writing;
• Use the Service in life-safety-critical systems where failure could reasonably be expected to result in death or serious bodily harm.

We may investigate and respond to suspected violations, including by suspending offending accounts. We will give reasonable notice where doing so does not compromise security, ongoing investigations, or legal obligations.

We target high availability of the production Service and publish operational status at the Trust Center. Planned maintenance is announced in advance where reasonably practicable. We provide support during business hours and at the response targets associated with Customer's plan. Beta or "early access" features are excluded from any availability targets and are provided as set out in Section 11.

We are not liable for unavailability caused by Customer's environment, by third parties outside our reasonable control, by force majeure, or by Customer's misuse of the Service.

Important Disclaimer. Risk assessments, failure probabilities, financial exposure estimates, and AI-generated recommendations are decision-support tools, not professional engineering advice, code-compliance opinions, or definitive predictions. They are based on statistical models and on the data Customer provides.

• Failure probabilities are computed using Weibull survival analysis with industry-standard parameters; actual failure timing may differ.
• Financial exposure estimates are based on replacement costs and estimated downtime; actual costs may vary.
• AI-generated recommendations may be incorrect, incomplete, or out-of-date and should be reviewed by qualified facilities professionals before action.
• The confidence score reflects input data quality, not prediction accuracy.

Customer must not rely solely on the Service for life-safety, structural, regulatory, or financial decisions. Customer remains responsible for compliance with applicable codes, regulations, and professional standards and for retaining qualified engineers where appropriate.

Rivolq may make features available as "beta," "preview," or "early access." Such features are provided AS IS and AS AVAILABLE, may be modified or discontinued at any time, are excluded from any service-level commitment, and may have reduced or different security and privacy controls. Use of these features is at Customer's sole risk.

The Service, including the risk intelligence engine, algorithms, Weibull parameter calibrations, evidence modifier catalog, confidence scoring, user interface, Documentation, and all underlying technology and improvements, is owned by Rivolq LLC and its licensors and is protected by intellectual property and trade secret laws. Subject to these Terms and payment of fees, Rivolq grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term solely for Customer's internal business purposes.

Feedback Customer voluntarily provides about the Service may be used by Rivolq without restriction or obligation.

The Service relies on third-party sub-processors listed in the DPA and may interoperate with optional third-party services that Customer chooses to enable (for example, identity providers, address autocomplete, weather data, and AI providers). Customer's use of those services is governed by the third party's terms, and Rivolq is not responsible for the acts, omissions, or content of third parties.

Subscriptions begin on the start date and continue for the term specified at signup or in an order form. Either party may terminate for the other party's material breach if the breach is not cured within 30 days of written notice. Rivolq may suspend access immediately to protect the security or integrity of the Service.

On expiration or termination, Customer's right to access the Service ends. Rivolq will make Customer Data available for export for 30 days. After that period, Customer Data will be deleted within an additional 30 days, except for audit logs and back-ups retained as described in the Privacy Policy and DPA, and except where retention is required by law. Sections that by their nature should survive termination (including confidentiality, fees accrued, IP, disclaimers, limitations, indemnities, and dispute resolution) will survive.

If Rivolq terminates a Subscription without cause mid-term, Rivolq will refund prepaid, unused fees on a pro-rata basis. No refunds are due where Rivolq terminates for Customer's breach.

Each party will protect the other's confidential information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care, and will use the other's confidential information only to perform under these Terms. Confidential information does not include information that is or becomes public without breach, was lawfully known without restriction, was independently developed, or is rightfully received from a third party without restriction. A party may disclose the other's confidential information as required by law, provided that, where legally permitted, it gives prompt notice and reasonable cooperation in seeking a protective order.

Each party represents that it has the authority to enter into these Terms. Rivolq warrants that during the Subscription term the Service will materially conform to its Documentation. Customer's exclusive remedy for breach of this warranty is correction by Rivolq or, if Rivolq cannot correct within a reasonable time, termination and a refund of prepaid, unused fees.

Except as expressly set forth in these Terms, the Service and all AI output, recommendations, scores, and forecasts are provided "AS IS" and "AS AVAILABLE." Rivolq disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy of outputs, and any warranty arising from course of dealing or usage of trade, to the maximum extent permitted by law.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, business opportunity, or goodwill, even if advised of the possibility.

Each party's aggregate liability under these Terms will not exceed the fees paid or payable by Customer to Rivolq for the Service in the 12 months immediately preceding the event giving rise to the claim. For free trials and free plans, Rivolq's aggregate liability will not exceed US $100.

These limitations do not apply to:

• Customer's payment obligations;
• Either party's indemnification obligations;
• Breach of Section 8 (Acceptable Use), Section 12 (IP), or Section 15 (Confidentiality);
• Liability that cannot be limited by law (including, in some jurisdictions, gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence).

18.1By Rivolq

Rivolq will defend Customer against third-party claims that Customer's authorized use of the Service infringes a US patent, copyright, or trade secret, and will pay damages and reasonable attorneys' fees finally awarded or agreed in a settlement Rivolq approves. Rivolq has no obligation for claims arising from Customer Data, modifications, combinations with non-Rivolq products, or use other than as permitted by these Terms. If the Service is or, in Rivolq's reasonable opinion, may become the subject of an infringement claim, Rivolq may modify the Service, procure rights, or terminate and refund prepaid unused fees.

18.2By Customer

Customer will defend Rivolq against third-party claims arising out of (i) Customer Data (including any claim that Customer Data infringes or violates rights of a third party or applicable law), (ii) Customer's breach of these Terms, or (iii) Customer's use of AI output in violation of Section 10. Customer will pay damages and reasonable attorneys' fees finally awarded or agreed in a settlement Customer approves.

18.3Procedure

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense and settlement (provided that any settlement requiring the indemnified party to admit fault or pay amounts requires its consent, not to be unreasonably withheld), and provide reasonable cooperation.

These Terms are governed by the laws of the State of Louisiana, USA, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction of the state and federal courts located in Ouachita Parish, Louisiana for any dispute not subject to binding arbitration below, and waive any objection to venue.

Informal resolution. Before filing any claim, the parties will attempt in good faith to resolve the dispute through written notice to the other party at the contact addresses below and a 30-day negotiation period.

Arbitration (US only). If informal resolution fails, any dispute between Rivolq and a US-based Customer will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The seat is Monroe, Louisiana. Each party may seek injunctive or equitable relief in court to protect intellectual property or confidential information.

Class action waiver. To the maximum extent permitted by law, the parties may bring claims against each other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Customers domiciled in the EEA, UK, or Switzerland may bring proceedings in their country of residence and may rely on mandatory consumer-protection laws of that jurisdiction to the extent applicable.

The Service is "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202. Use by US Government end users is subject only to the rights granted in these Terms. The parties will comply with US, EU, and UK export-control and sanctions laws. Customer represents it is not on a denied-party list and will not allow access from a country subject to comprehensive sanctions.

Notices to Rivolq must be in writing to legal@rivolq.com with a copy to the postal address below; notices to Customer may be sent to the admin email on the account. Either party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets on notice to the other. These Terms, the Privacy Policy, the DPA, and any order form constitute the entire agreement and supersede prior agreements about the same subject matter. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in force. No waiver is effective unless in writing. Neither party is liable for force majeure events outside its reasonable control. The parties are independent contractors.

We may update these Terms from time to time. Material changes will be announced through the Service or by email at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. If Customer objects to a material change that adversely affects it, Customer may terminate by written notice before the effective date and receive a pro-rata refund of prepaid, unused fees for the remainder of the then-current term.

Rivolq LLC
Attn: Legal
Monroe, Louisiana
Email: legal@rivolq.com

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