Last Update: August 1, 2024

Welcome to Riverside!  Riverside offers a cloud-based platform for recording, editing, and sharing remote audio and audio-visual recordings locally for podcasts and other uses, available online and via a mobile application (“Platform").

These Terms of Use (the “Terms”) stipulate the terms, along with any other policies referenced and incorporated herein, of your access and use of the Platform provided by RiversideFM, Inc. (“Riverside”).  These Terms are between Riverside and you, either individually, or on behalf of your employer or any other entity which you represent. If you are entering into these Terms on behalf of a third-party, company, or other legal entity, you represent that you have full authority to bind such entity and its affiliates to these Terms, in which case the term "you" and “your” will refer to such entity and its affiliates.  IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY, PLEASE DO NOT ACCEPT THESE TERMS OR USE THE PLATFORM.

Your use of the Platform is expressly conditioned on your compliance and consent to these Terms. You affirm your consent to these Terms by either (i) accessing the Platform or (ii) signing an Order Form.

You may not use or access the Platform if you are a direct competitor of Riverside unless explicitly agreed by Riverside in writing. Furthermore, you may not use or access the Platform for benchmarking or any other competitive purpose.

THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST RIVERSIDE TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST RIVERSIDE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST RIVERSIDE RESOLVED BY A JURY OR IN A COURT OF LAW.IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE PLATFORM IN ANY MANNER.

8. Warranties.
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‍‍Each party represents and warrants that (i) these Terms constitute a legal, valid and binding obligation, enforceable against it and in accordance with these Terms, and (ii) its execution and delivery of the Terms and its performance hereunder will not violate any applicable law, rule or regulation.

9. Disclaimer of Warranties.

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: RIVERSIDE PROVIDES THE USAGE OF THE PLATFORM, THE PROFFESIONAL SERVICES, ANDANY OTHER SERVICES  ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  RIVERSIDE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) HEREBY DISCLAIM THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, RIVERSIDE DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.  WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CONTENT) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

Riverside is not responsible for performance issues caused by low-performance of your computers, microphones or cameras and low-bandwidth internet connections. If Riverside identifies slow performance due to its system, Riverside shall use commercially reasonable efforts to restore the Platform to acceptable performance levels. Your sole remedy for any disruption or failure to provide support shall be termination of these Terms.

10. Indemnification.

‍You shall defend, indemnify and hold harmless Riverside and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (i) your  violation of these Terms or any representation, warranty, or agreement referenced herein, or any applicable law or regulation; (ii) your violation of any third party right, including without limitation any intellectual property right, publicity rights, confidentiality, or privacy rights; or (iii) any claim asserted against Riverside in connection with the Content displayed through the Platform.

Riverside shall defend, indemnify, and hold you harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in connection with third-party claims alleging infringement by the Platform of any patent or copyright or misappropriation of any trade secret. The foregoing defense and indemnification obligations do not apply if (i) the allegation does not state with specificity that the Platform is the basis of the claim against you; (ii) a claim against You arises from the use or combination of the Platform or any part thereof with software, hardware, data, or processes not provided by Riverside, if the Platform or use thereof would not infringe without such combination; (iii) a claim against you arises under an Order Form for which there is no charge; or (iv) a claim against you arises from your Content, third-party applications, services or software or your breach of these Terms or applicable Order Forms.

Indemnification Process. The obligations of either party to provide indemnification under these Terms will be contingent upon the indemnified party: (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section, except to the extent that the indemnifying party is materially prejudiced as a result of such failure); (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.

11. Limitation of Liability.

‍TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIVERSIDE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT RIVERSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIVERSIDE’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU FOR SUCH SERVICE DURING THE 12 MONHTS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term; Termination.

‍These Terms will remain in effect until your subscription to the Platform expires or terminates (the “Term”). You may stop using the Platform at any time and delete your account and Riverside may suspend or terminate your access to the Platform immediately if you do not comply with these Terms. Upon termination, your account will be terminated, and you will no longer be able to access your account. Sections 3, 4, 5, 6, 7, 10, 11, and 12 shall survive any expiration or termination of these Terms.

13. Force Majeure.

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemic, and governmental action.

14. Dispute Resolution; Arbitration; Class Action Waiver.

Please read this section carefully. It affects your rights by requiring you to arbitrate disputes with Riverside and limits the manner in which you can seek relief. It further provides that you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. This section of the Terms shall be referred to as the “Arbitration Agreement”.

You and Riverside agree that any dispute, claim or controversy arising out of or relating in any way to these Terms or your use of our services and/or any third parties embedded therein shall be determined by binding arbitration on an individual basis rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
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You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Riverside are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and Riverside.

BY AGREEING TO ARBITRATION WITH RIVERSIDE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING CLAIMS AGAINST RIVERSIDE ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.

Pre-Arbitration Dispute Resolution: If you desire to assert a claim against Riverside, and you therefore elect to seek arbitration, you must first send to Riverside, by certified mail, a notice of your claim ("Notice"). The Notice to Riverside must be addressed to 2345 Yale Street, First Floor, Palo Alto, California 94306 ("Notice Address"). The Notice must seek to resolve only your individual dispute and must be personally signed by you (and not your counsel). Within thirty (30) business days of receipt of a demand, the recipient may request an individualized video or telephone conference which both parties will personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, 30 business days after the individualized conference. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if these requirements have not been met.

Arbitration Procedure: If the disagreement stated in the Notice is not resolved to your satisfaction within ten (10) business days after the conference described above (or within ten 10 business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with the American Arbitration Association or file a claim in small claims court.  The arbitration will be governed by the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. Unless Riverside and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules unless the Mass Arbitration provisions set forth below are triggered. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. This arbitration provision limits the ability of you andRiverside to litigate claims in court and you and Riverside each agree to waive your respective rights to a jury trial or a state or federal judge. There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would. You agree that you will not file any lawsuit against Riverside in any state or federal court. You agree that if you do sue in state or federal court, and Riverside brings a successful motion to compel arbitration, you must pay all fees and costs incurred by Riverside in court, including reasonable attorney’s fees. For any such filing of a demand for arbitration, you must effect proper service under the AAA Rules and notice to the Notice Address may not be sufficient. If, for any reason, the American Arbitration Association is unable to conduct the arbitration, you may file your case with any national arbitration company.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Prohibition of Class and Representative Actions andNon-Individualized Relief: YOU AND RIVERSIDE 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. Further, unless both you and Riverside agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding unless the Mass Arbitration provisions set forth below are triggered. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

If a court or the arbitrator decides that any term or provision in this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Mass Arbitration: If, at any time, 25 or more claimants (including you) submit demands or seek to file demands for arbitration raising similar claims against Riverside, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/),you and Riverside agree that AAA shall not serve as Arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. You agree that throughout this process, the parties’ counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of your dispute might be delayed.

Stage One: Counsel for the claimants and counsel for Riverside shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.  After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Riverside will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Riverside shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Riverside will pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Riverside shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

If your Claim is not resolved as part of the staged process identified above, either:

Option One: You and Riverside may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these Terms. You may opt out of arbitration by sending Riverside your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. We may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines.

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Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim will proceed in a court of competent jurisdiction consistent with these Terms.

You and Riverside agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

15. Miscellaneous.

Entire Agreement. these Terms sets forth the entire understanding between the parties with respect to the subject matter herein and supersede all prior and contemporaneous written agreements and discussions concerning the subject matter hereof.

Term Modifications by Riverside. Riverside reserves the right, from time to time and in its discretion, to make changes to these Terms. The modified Terms will become effective within five (5) days of being posted to the Riverside website. By continuing to access or use the Platform, you agree to be bound by the revised Terms. If you do not agree to the modifications, your sole remedy, is to terminate use of the Platform.

Waiver. The failure of either party to enforce at any time a provision(s) of these Terms shall not be interpreted as a waiver of such provision(s) or of the right of such party to enforce each and every such provision(s).  

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York. Any and all disputes and controversies arising out of or in connection with these Terms shall be brought exclusively before the competent courts in New York, New York.

Severability. If any provision of these Terms is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of these Terms shall not be affected.

Notice. All notices given under these Terms shall be in writing and shall be deemed to have been duly given when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by email or facsimile transmission, or through the Platform itself, during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. Notwithstanding the foregoing, service of process shall be made in accordance with applicable local law.

Assignment. You may not transfer or assign your rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void.