Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at riverpoint.marketing and any related services (collectively, the "Services") provided by Riverpoint Marketing Inc., a corporation incorporated in the State of Delaware with its registered office at 8 The Green STER, Dover, Kent County, Zip Code 19901 ("Riverpoint", "we", "us", "our").

By accessing the Services, submitting a project brief, or signing a Statement of Work with Riverpoint, you agree to be bound by these Terms. If you do not agree, please do not use the Services.

1. Eligibility

You must be at least 18 years old and have the legal authority to bind the entity you represent in order to engage with our Services or sign a Statement of Work.

2. Engagement & Statements of Work

Our paid engagements are governed by individual Statements of Work ("SOWs") executed between you and Riverpoint. In case of conflict between an SOW and these Terms, the SOW controls only with respect to that engagement.

3. Fees, Invoicing & Late Payment

Unless otherwise stated in an SOW, monthly retainers are invoiced on the first business day of each month, payable Net 15. Sprint engagements are invoiced 50% on commencement and 50% on delivery. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

4. Intellectual Property

Upon full payment for a deliverable, all final, accepted deliverables produced for you under an SOW transfer to you, except for: (a) pre-existing Riverpoint materials, frameworks, templates and methodologies; (b) third-party assets licensed for the project; and (c) any open-source components. Riverpoint retains a perpetual, worldwide right to display the work in its portfolio.

5. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information, and in any event with no less than reasonable care, for a period of three (3) years after disclosure.

6. Acceptable Use of the Website

You agree not to: (a) reverse engineer, decompile or attempt to extract source code from the Services; (b) probe, scan or test the vulnerability of any Riverpoint system; (c) interfere with or disrupt any other user's use of the Services; or (d) use the Services to violate any applicable law.

7. Disclaimers

THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RIVERPOINT DOES NOT GUARANTEE ANY SPECIFIC MARKETING OUTCOME, REVENUE, RANKING OR PERFORMANCE METRIC.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIVERPOINT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE. RIVERPOINT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR ANY SOW SHALL NOT EXCEED THE FEES PAID BY YOU TO RIVERPOINT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify and hold harmless Riverpoint, its officers, directors, employees and contractors from any claim arising from (a) your breach of these Terms, (b) content or materials you provide to us, or (c) your use of any deliverable in violation of applicable law.

10. Termination

Either party may terminate an SOW for material breach if the breach is not cured within thirty (30) days of written notice. Sections 4–11 of these Terms survive any termination.

11. Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute shall be resolved exclusively in the state or federal courts located in Kent County, Delaware, and the parties consent to personal jurisdiction there.

12. Changes to These Terms

We may revise these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. Material changes will be communicated via the website or email where appropriate.

13. Contact

Questions about these Terms? Email legal@riverpoint.marketing or write to Riverpoint Marketing Inc., 8 The Green STER, Dover, DE 19901, USA.