Terms of Service

1. Agreement to these terms

These Terms of Service (the “Terms”) form an agreement between Rive AI Inc., doing business as Nyotta AI (“Nyotta,” “we,” “us”), and the individual or entity that accesses or uses our website at nyotta.ai, our software products, and our applications, including the Nyotta Supplier Intelligence application for Microsoft Teams (collectively, the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

2. Relationship to other agreements

These Terms are subordinate to any master services agreement, subscription agreement, order form, data processing agreement, or other written agreement executed between Nyotta and your organization covering the Services. Where such an agreement exists, its terms control over these Terms on any subject it addresses. Our Privacy Policy describes how we handle information and is incorporated into these Terms by reference.

3. Who may use the Services

The Services are business tools intended for organizations. You may use them only if you can form a binding contract with Nyotta and are not barred from doing so under applicable law. If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization.

4. Accounts and access

Access to the Services requires authentication, which may be provided through Microsoft Entra ID or another identity provider your organization uses. You are responsible for maintaining the confidentiality of credentials used to access the Services, for the activity of users your organization authorizes, and for promptly notifying us at security@nyotta.ai of any suspected unauthorized access.

5. Acceptable use

You agree not to:

• Use the Services in violation of applicable law, including export control and sanctions law
• Submit content you lack the right to submit, or that infringes the intellectual property, privacy, or other rights of a third party
• Attempt to gain unauthorized access to the Services, to other customers’ data, or to any system or network connected to the Services
• Probe, scan, or test the vulnerability of the Services except under a written authorization from us
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is unenforceable under applicable law
• Interfere with or disrupt the integrity or performance of the Services, or circumvent any usage limit or access control
• Resell, sublicense, or make the Services available to any third party outside your organization without our written consent
• Use the Services to develop a competing product or service

6. Your content

You and your organization retain all rights in the documents, data, and other materials you submit to the Services (“Your Content”). You grant Nyotta a limited, non-exclusive license to host, process, transmit, and display Your Content solely as needed to provide, secure, and support the Services for you, and as otherwise permitted by an executed agreement between us. We do not use Your Content to train models that we make available to other customers.

You are responsible for having the rights and permissions necessary to submit Your Content and for ensuring that doing so complies with your own obligations to third parties, including confidentiality obligations to your customers and suppliers.

7. Outputs and professional judgment

The Services use automated systems, including machine learning models, to generate drafts such as scoped bills of materials, cost estimates, and proposal content (“Outputs”). Outputs are drafts intended to support the judgment of qualified personnel. They may contain errors, omissions, or inaccuracies, including in technical, dimensional, regulatory, and pricing content.

You are responsible for reviewing, verifying, and approving any Output before relying on it, quoting from it, submitting it to a customer or a regulator, or using it in the design, manufacture, or procurement of any product. Nyotta does not provide engineering, legal, regulatory, or financial advice, and Outputs do not constitute such advice. The Services should not be used as the sole basis for any decision affecting safety, regulatory compliance, or contractual commitments.

8. Our intellectual property

The Services, including all software, models, interfaces, documentation, and branding, are owned by Nyotta or its licensors and are protected by intellectual property law. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Services in accordance with them. No other rights are granted, whether by implication or otherwise. If you send us feedback or suggestions, we may use them without restriction or obligation to you.

9. Third-party platforms

The Services may operate within or connect to platforms and systems we do not control, including Microsoft Teams and Microsoft Entra ID. Your use of those platforms is governed by the terms of the parties who provide them. We are not responsible for the availability, security, or conduct of third-party platforms, and their behavior may affect the Services.

10. Confidentiality

Each party may receive non-public information from the other in connection with the Services. The receiving party will use that information only to perform under these Terms and will protect it using at least the care it applies to its own confidential information of similar importance. This section does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and it does not prevent disclosure required by law, provided the receiving party gives notice where legally permitted.

11. Disclaimer of warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NYOTTA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, secure, error-free, or that Outputs will be accurate, complete, or suitable for any particular purpose. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NYOTTA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO NYOTTA FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

These limits apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

13. Indemnification

You will defend, indemnify, and hold harmless Nyotta and its officers, directors, employees, and agents from third-party claims, damages, liabilities, and reasonable costs, including attorneys’ fees, arising out of your use of the Services in breach of these Terms, Your Content, or your violation of applicable law or the rights of a third party.

14. Term, suspension, and termination

These Terms apply for as long as you use the Services. You may stop using the Services at any time. We may suspend or terminate access where we reasonably believe there has been a breach of these Terms, where required by law, or where continued access presents a security risk. Sections that by their nature should survive termination will survive, including sections 6 through 8 and 10 through 17.

15. Changes to the Services and to these Terms

We develop the Services continuously and may add, change, or discontinue features. We may also revise these Terms. The effective date at the top of this page reflects the most recent revision. Where a change is material, we will provide reasonable notice through the Services or by contacting you. Continued use of the Services after a revision takes effect constitutes acceptance of the revised Terms.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms or the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. General

These Terms, together with the Privacy Policy and any executed agreement between us, are the entire agreement on this subject. If a provision is found unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact

Questions about these Terms: support@nyotta.ai
Security matters: security@nyotta.ai
Privacy requests: privacy@nyotta.ai

Rive AI Inc., doing business as Nyotta AI