Terms and Conditions

1.    INTRODUCTION

1.1    PLEASE READ THE FOLLOWING TERMS OF USE (THE “TERMS”) CAREFULLY BEFORE ACCESSING THE RIV TECHNOLOGIES FZE RIV ACADEMY (THE “ACADEMY”). THESE TERMS CONTAIN IMPORTANT LEGAL INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS. BY ACCEPTING THESE TERMS AND/OR ACCESSING THE ACADEMY, YOU ARE ENTERING INTO A BINDING LEGAL AGREEMENT AND COMMIT TO FULLY COMPLY WITH ITS PROVISIONS.

1.2  RIV Technologies FZE is a company incorporated under the laws of the United Arab Emirates (the “UAE”) with headquarters in Office 613, Floor 03, The Offices 3 – One Central, Dubai World Trade Center, Dubai, UAE (the “Company”, “we”, “us”, or “our”). The Company forms part of RIV Group, whose parent company is RIV-Capital LP, SCSp, a limited partnership holding established in Luxembourg with the primary objective to enhance its shareholder’s wealth through capital investments. THE COMPANY IS NOT A FINANCIAL INSTITUTION, EXCHANGE, OR OTHER SIMILAR REGULATED ENTITY.

1.3  The Company provides the Academy services (the “Services”) through its RIV Technologies FZE Mobile Application (the “App”) and through its website located at https://riv-academy.com.

1.4   Your use of the Academy is governed by these Terms as well as by other applicable policies (including, but not limited to, the Terms of Use of the App (https://riv-technologies.com/privacy-policy), each of which is incorporated by reference into these Terms and are available on the App as indicated by the Company from time to time. By using or accessing the Academy, you expressly agree to be bound by and comply with such additional policies. We will send you a copy of these Terms after you accept them. You can also access the latest version in force of these Terms on the App.

1.5   We reserve the right to amend these Terms (the “Amended Terms”) at any time in our sole discretion by posting such Amended Terms on the App and/or by informing you directly at your registered email address on the App. The Amended Terms are effective from the date they are published on the App or the different date as communicated by us. You will be notified at least thirty (30) calendar days prior to any changes in these Terms taking effect. Your use of the Academy after the Amended Terms take effect constitutes your acceptance of such Amended Terms. If you do not agree with the Amended Terms, you may terminate your contractual relationship with the Company relating to the Academy (provided that there are no outstanding obligations on your side to be performed by you to the benefit of the Company) by indicating your rejection of the Amended Terms, but you will no longer be able to access the Academy or use any of its related features.


2.   RIV ACADEMY
2.1    The Academy is an innovative collection of a series of educational courses and videos that provide a foundational overview of introductory concepts in the digital assets and traditional finance ecosystem. The Academy courses are visualizable directly from the App and may be updated from time to time by the Company in accordance with the latest technological advancements and developments.

2.2    The Academy, and any content viewed through it, is solely for your personal, educational, and non-commercial use. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Academy, use of the Academy, or access to the Academy.

3. RIV MASTERCLASS
3.1 The Masterclass is an innovative course that provides a foundational overview of Decentralized Finance, particularly on liquidity pools. The Academy courses are visualizable directly from the platform and may be updated from time to time by the Company in accordance with the latest technological advancements and developments.

3.2 The Masterclass, and any content viewed through it, is solely for your personal, educational, and non-commercial use. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Academy, use of the Academy, or access to the Academy.

3.3 If you find the Masterclass unsatisfactory, you are entitled to request a refund by sending an email to info@riv-academy.com within 14 days of the Masterclass date. The refund will be processed in accordance with the Company's refund policy.

4. ACCESS AND CONDITIONS OF USE
4.1 You must have an App account (the “Account”) in order to access the Academy and its features. Please refer to our RIV Technologies FZE – Mobile App Terms of Use for the requirements to sign up for an Account, including, among others, the Company’s KYC and AML processes (https://riv-technologies.com/privacy-policy).

4.2 You may not use another person’s Account, and you may not provide another person with the username and password to access your Account. You should maintain control over all of the devices that are used to access the service. You are fully responsible for any and all activities that occur under your password or Account, and it is your responsibility to ensure that your password remains confidential and secure. You must immediately notify us of any unauthorized use of your password or Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with this section.

4.3 To the extent you access the App and/or the Academy through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

4.4  We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

4.5 You understand that access to the Academy may not be continuous, and the Company does not make any guarantees to such extent. You accept and acknowledge that we will not be responsible for any disruptions, errors, distortions, or delays in which you can be involved regarding the Academy, however caused.

4.6 You agree not to do any of the following:
(i) perform reverse engineering activities, change, modify, adapt, translate, decompile, disassemble the source code, or create derivative or imitative works based on the Academy;
(ii) allow any third party to access the Academy with your Account;
(iii) use the Academy in any way which breaches any applicable local, national, or international laws;
(iv) create, use, and/or distribute “auto”, “trainer”, “script”, or “macro” computer programs or other “cheat” or “hack” programs or software applications for the Academy;
(v) remove, alter, disable, or circumvent any copyright and trademark indications or other authorship and origin information, notices, or labels contained on or within the Academy;
(vi) transmit or propagate any virus, trojan horse, worm, bomb, corrupted file, and/or similar destructive device or corrupted data concerning the Academy, and/or organize, participate in, or be involved in any way in an attack on our servers and/or the Academy; or
(vii) use the Academy for any purpose in breach of these Terms or any of the Company’s policies.

5. FEES
5.1 Access to the Academy and its material is paid content. It can be purchased as a standalone purchase. We provide different level of subscriptions, starting for the amount of EUR 48 per year, or the equivalent in your local currency.

5.2 In order to pay for the Service, you will be required to select a payment plan and provide the Company with information regarding your credit card or other payment instrument. You represent and warrant to the Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account billing information with any changes that may occur. You agree to pay the Company the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Terms. You hereby authorize the Company to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your plan (or Account, as applicable), and you further agree to pay any charges so incurred. If you dispute any charges you must let the Company know within thirty (30) days after the date that the Company charges you. We reserve the right to change the Academy’s pricing from time to time. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services.

5.3 You authorize the Company to maintain your account information and charge that account automatically upon the renewal of the plan you choose with no further action required by you. In the event that the Company is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, the Company may bill you for your plan and suspend your access to the Academy until payment is received.

5.4 The Company may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. You accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your Recurring Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.

5.5 Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the Academy through the end of your current subscription period.

6. INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge and agree that all titles and intellectual property rights in and to the Academy and all material connected with it (including, but not limited, to any derivative works, titles, computer code, graphics, music or sounds, characters, themes, objects, locations, concepts, artwork, texts, screen displays, methods of operation, moral rights, and any related documentation) are owned by the Company or its licensors or licensees.

6.2 With your Academy purchase we grant you a limited, non-exclusive, non-transferable, license to access the Academy content and view your course(s) on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title, or interest shall be transferred to you. You agree not to use the Academy for public performances. The Company may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content obtained through the Academy, if any, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.

7. DISCLAIMERS. LIMITATION OF LIABILITY. INDEMNIFICATION.
7.1 THE ACADEMY IS FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT CONSTRUE ANY INFORMATION OR OTHER MATERIAL FROM THE ACADEMY AS LEGAL, TAX, INVESTMENT, FINANCIAL, OR OTHER ADVICE. NOTHING CONTAINED ON THE ACADEMY CONSTITUTES A SOLICITATION, RECOMMENDATION, ENDORSEMENT, OR OFFER BY THE COMPANY TO BUY OR SELL ANY DIGITAL ASSETS OR OTHER PRODUCTS.

7.2 ALL CONTENT ON THE ACADEMY IS EDUCATIONAL INFORMATION OF A GENERAL NATURE AND DOES NOT ADDRESS THE CIRCUMSTANCES OF ANY PARTICULAR INDIVIDUAL OR ENTITY. NOTHING IN THE ACADEMY CONSTITUTES PROFESSIONAL AND/OR FINANCIAL ADVICE, NOR DOES ANY INFORMATION ON THE ACADEMY CONSTITUTE A COMPREHENSIVE OR COMPLETE STATEMENT OF THE MATTERS DISCUSSED OR THE LAW RELATING THERETO. THE COMPANY IS NOT A FIDUCIARY BY VIRTUE OF ANY PERSON’S USE OF OR ACCESS TO THE ACADEMY. YOU ALONE ASSUME THE SOLE RESPONSIBILITY OF EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF ANY INFORMATION OR OTHER CONTENT ON THE ACADEMY BEFORE MAKING ANY DECISIONS BASED ON SUCH INFORMATION OR OTHER CONTENT.

7.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, RELEASE, DEFEND, AND HOLD HARMLESS THE COMPANY AND OUR RESPECTIVE PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “COMPANY’S PARTIES”), FROM AND AGAINST ALL ACTUAL OR ALLEGED THIRD PARTY CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF, OR ARE RELATED TO (A) YOUR USE OR MISUSE OF THE ACADEMY OR ANY SERVICES PROVIDED BY THE COMPANY IN RELATION THERETO; (B) ANY DECISION YOU MAKE BASED ON INFORMATION OR OTHER CONTENT MADE AVAILABLE TO YOU THROUGH THE ACADEMY; (C) YOUR VIOLATION OF THESE TERMS; AND (D) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY. YOU AGREE TO PROMPTLY NOTIFY US OF ANY THIRD-PARTY CLAIMS AND COOPERATE WITH THE COMPANY'S PARTIES IN DEFENDING SUCH CLAIMS. YOU FURTHER AGREE THAT THE COMPANY'S PARTIES SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY THIRD-PARTY CLAIMS. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN PLACE OF, ANY OTHER INDEMNITIES OUTLINED IN ANY WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY.

7.4 THE ACADEMY IS PROVIDED “AS IS” AND “AS AVAILABLE”, “WITH ALL DEFECTS” AND WITHOUT ANY WARRANTIES, GUARANTEES, DUTIES, OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.

7.5 THE COMPANY DOES NOT WARRANT TO YOU THE CONTINUOUS, ERROR-FREE, SECURE, OR VIRUS-FREE OPERATION OF THE ACADEMY OR YOUR ACCOUNT. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS THAT WAS NOT INTENTIONAL OR CAUSED DUE TO GROSS NEGLIGENCE BY THE COMPANY. 

7.6 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ACADEMY, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING, OR ANY OTHER CYBERATTACK TO THE APP, THE ACADEMY, YOUR ACCOUNT, OR YOUR DEVICE.

7.7 YOU EXPRESSLY ACCEPT THAT THE ACADEMY’S USE IS AT YOUR OWN RISK, AND YOU HEREBY AGREE TO HOLD THE COMPANY HARMLESS, AND YOU WILL INDEMNIFY IT FOR ANY IMPROPER USE YOU MAY MAKE OF THE ACADEMY OR RELATED SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPLICIT OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A SPECIFIC PURPOSE.

7.8 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT THE COMPANY (INCLUDING, BUT NOT LIMITED TO, ANY NEGLIGENCE ISSUES RELATED TO THIRD-PARTY LICENSORS) WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THE ACADEMY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.9  THE PRECEDING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO THE LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF THE COMPANY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.


8. TERMINATION
8.1 These Terms are effective from the date you accept them or your first use of the Academy.

8.2 Your rights under these Terms will terminate automatically without notice from the Company if you fail to comply with any provision of these Terms or any other of the Company’s policies.

8.3 In addition to other remedies we may have under law, or under these Terms, you agree that we have the right to immediately terminate your Account if we suspect, in our sole discretion, that:
(i) your Account is being used for money laundering, funding terrorism, or other illegal activity;
(ii) you have hidden or provided false identification information or other details when signing up for your Account;
(iii) you engage in fraudulent activity on the App or in any way relating to your Account; or
(iv) you act in any way which is in violation of these Terms.

8.4 You may terminate your contractual relationship with the Company relating to the Academy (provided that there are no outstanding obligations on your side to be performed by you to the benefit of the Company) at any time by canceling your subscription. In such case, you will no longer be able to access the Academy or use any of its related features but will still have access to the App and your Account.

9.  INJUNCTION
You acknowledge that the Company would be irreparably damaged if these Terms were not specifically enforced and agree that the Company shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under applicable law, to enforce these Terms.

10. FORCE MAJEURE
In the event of any delay, interruption, or failure in the performance of our obligations resulting from acts, events, or circumstances not reasonably within our control, we shall not be liable or have any responsibility for any loss whatsoever thereby incurred or suffered by you. For the purpose of this clause, acts, events and circumstances not reasonably within our control shall include, but are not limited to: acts or regulations of any governmental, body, or authority; the breakdown, failure, or malfunction of any telecommunications or computer service; acts of war, terrorism, insurrection, civil commotion, revolution; hacking or cyber-attacks; and acts of nature, fires, floods, and explosions.

11. JURISDICTION. DISPUTE RESOLUTION. GOVERNING LAW
11.1 These Terms shall be construed, governed, and interpreted under the laws of UAE, as applicable in the Emirate of Dubai, without regard to its or any other jurisdiction’s conflict of law provisions that would cause the application of the laws of any other jurisdiction.

11.2 If a dispute arises between you and the Company, please use the friendly resolution mechanism we may make available to you from time to time. In any case, any dispute arising directly or indirectly out of these Terms shall be subject to the exclusive jurisdiction of the courts of the Dubai International Financial Centre. Notwithstanding the foregoing, the Company may initiate preliminary injunction proceedings before any other competent court at its sole discretion.

12. COLLECTIVE ACTION AND JURY WAIVERS
YOU AGREE NOT TO ESTABLISH OR PARTICIPATE IN A COLLECTIVE OR REPRESENTATIVE ACTION (E.G., CLASS ACTIONS), A GENERAL ACTION WITH A PRIVATE LAWYER, OR A COLLECTIVE ARBITRATION IN RELATION TO THE ACADEMY OR THESE TERMS. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.


13. THIRD-PARTY WEBSITES
The Academy may contain references, links, and/or advertisements or other access to third-party websites, resources, products, and/or services. By clicking on them, you take sole responsibility for and assume all risk arising from your engagement with any third-party websites, resources, products, and/or services. We are not responsible for the content on, or available from, those third-party websites, resources, products, and/or services. You acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, products, and/or services available on or through any such website or resource. Any dealings you have with third parties found while using the Academy are between you and the third party, and you agree that the Company is not liable for any loss or claim that you may have against any such third party.

14. MISCELLANEOUS
14.1 These Terms represent the complete agreement between you and the Company concerning the use of the Academy and replace all prior agreements and representations, warranties, or understandings between you and the Company concerning the same subject matter. If you enter or have entered into any separate agreements with us in respect of any additional services, such agreement(s) and these Terms shall both apply. To the extent that there is any conflict between the terms of any such agreement and these Terms in relation to such additional services, the provisions of the relevant agreement will prevail, save that any provision of these Terms will prevail where it is necessary or desirable for it to do so in order for us to comply with applicable law and regulations.

14.2 Without the Company’s prior written consent, you are not authorized to assign, transfer, charge or subcontract all or some of your rights or obligations under these Terms, and any attempt without such consent will be invalid and ineffective. If the mandatory laws of your country prohibit the provisions relating to the transfer of the rights and obligations contained in these Terms, it will be binding on any recipient of such rights. The Company may assign, transfer, charge, or subcontract all or some of its rights or obligations under these Terms without giving notice to you or obtaining your consent.

14.3 If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of these Terms shall remain in full force and not be affected.

15. CONTACT INFORMATION
15.1 If you have any questions concerning these Terms, you may contact us at info@riv-technologies.com.
15.2 All communications from the Company to you will be received at the email address which you used to sign up for your Account