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Terms & Conditions

END USER TERMS OF SERVICE

Last Updated: January 13, 2026

These Terms of Service (these “Terms”) are a legal agreement between you and Nivati, Inc. (“Nivati”, “we”, “our”, or “us”) governing your access to and use of the Nivati’s sites and mobile applications (collectively, the “Platform”) and the online and offline services further outlined below which Nivati provides through the Platform (collectively, the “Services”). Certain sections of these Terms apply specifically to features and functionality offered by Nivati. Those sections do not apply to you unless you sign up for the specific Service to which they relate. An organization or other third party that we refer to in these Terms as “Benefit Sponsor” has authorized you to use the Services. The Benefit Sponsor has separately entered into an agreement with us governing our provision of, and Benefit Sponsor access to and use of, the Services (the “Benefit Sponsor Agreement”). Your access to and use of the Platform and Services is made available to you through your Benefit Sponsor and is subject to the terms and conditions of the Benefit Sponsor Agreement and your Benefit Sponsor’s approval of your eligibility for, and continued access to, the Platform and Services. Your Benefit Sponsor may request that we suspend or terminate your access to the Platform and Services at any time, and we may do so in accordance with the Benefit Sponsor Agreement. Your Benefit Sponsor may require you to agree to additional terms or policies governing your participation in or use of sponsor-provided benefits. Any such terms are solely between you and the applicable Benefit Sponsor, and Nivati is not a party to, and does not assume responsibility for, such terms.

You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be 18 years or over. In the event that you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party. 

BY CLICKING I ACCEPT, OR BY OTHERWISE ACCESSING THE PLATFORM OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT YOUR SUBMISSION OF THE CREDIT CARD PAYMENT FORM SERVES AS YOUR AGREEMENT TO THESE TERMS.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION CAREFULLY.

In the case of inconsistencies between these Terms and information included in any other materials related to the Platform or the Services (e.g., promotional materials and mailers), these Terms will always govern and take precedence.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will be presented to you for your acceptance when you sign up to use the supplemental Service. Any applicable Supplemental Terms are incorporated into these Terms. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service. 

  1. Services
    1. Description. The Platform and Services consist of access to and use of Nivati’s web-based platform, mobile application, website, tools, and related online functionality and the professional, wellness, work-life, and related services that Nivati or its approved affiliates or vendors provide or make available through the Platform.
    2. Availability. Nivati uses reasonable efforts to ensure that the Platform and online features of the Services are available. However, there will be occasions when the Platform and Services will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Nivati. Nivati will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Nivati. You acknowledge and agree that Nivati will not be liable to you for any unavailability, modification, suspension, or discontinuance of the Platform or Service. You are responsible for obtaining access to any Platform and Services and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Platform and Services.
    3. Registration. You may access certain online features of the Services through your account on the Platform (your “Account”). You must log into your Account using a unique username and password. You are responsible for safeguarding your password and you shall not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You agree that the information that you provide to Nivati about yourself upon registration of your Account, and at all other times, (“Registration Information”) will be true, accurate, current, and complete, and you further agree that you will maintain and promptly update the Registration Information to ensure that it remains true, accurate, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Nivati reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you shall notify Nivati immediately at support@nivati.com. 
    4. Site Access. Subject to these Terms, Nivati grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Platform and Services. This license is exclusive to you and you may not sublicense this right. As between you and Nivati, Nivati expressly retains all ownership rights, title, and interest in and to all aspects of any software, Services, and the Platform, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Services and Platform. You may not modify the Platform or Services, create derivative works of the Platform or Services, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Platform or Services that would reveal any source code, trade secrets, know-how, or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess, or control the source code or any other aspect of the Platform or Services. You may not remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in the Platform or Services or displayed by, on, or in the Platform or Services. You may use the Platform and Services only while these Terms remain in effect. Under no circumstances will you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason.
  2. User Content and Submissions
    1. Copyright in Your Content. In connection with your use of the Platform and Services, you may have the ability to submit, upload, or otherwise make available certain information, data, text, messages, or other materials (“User Content”). As between you and Nivati, you retain ownership of your User Content. You grant Nivati a non-exclusive, worldwide, royalty-free license to host, store, use, reproduce, display, and transmit your User Content solely as necessary to operate, maintain, and provide the Platform and Services and as otherwise permitted by these Terms. You represent that you have all rights necessary to submit your User Content and that your User Content does not violate any applicable law or third-party rights. 
    2. Review of Content and Materials. Nivati does not routinely review all User Content made available through the Platform and is not responsible for the content of any User Content. However, Nivati reserves the right, but has no obligation, to review, remove, delete, edit, or restrict access to User Content if Nivati determines, in its sole discretion, that such User Content violates these Terms, applicable law, or is otherwise harmful or objectionable. You acknowledge that Nivati may access or review User Content as reasonably necessary to operate, maintain, and improve the Platform and Services, to address safety, support, or technical issues, to comply with applicable law or legal process, or to enforce these Terms. Nivati does not endorse and is not liable for any content made available through the Platform by users or third parties.
  3. Pricing and Payment. 
    1. Fees. Certain Services made available through the Platform, including therapy or other clinical services, may require payment by you or your applicable health insurance provider, as disclosed at the time of scheduling or use. Fees may vary based on a number of factors, including the coverage offered by your health insurance provider or, if applicable, your Benefit Sponsor’s agreement with Nivati, and Nivati is not responsible for whether any health insurance offers coverage for the Services. Before you incur any fees, you will have the opportunity to review and accept the applicable charges, and you agree to provide and maintain accurate and current payment information if required. You authorize Nivati, or its third-party payment processor, to charge the applicable fees and taxes to your selected payment method. You are responsible for all fees and charges associated with Services that are billed to you or your insurance, including applicable taxes, except to the extent such fees or taxes are covered by your Benefit Sponsor pursuant to the Benefit Sponsor Agreement or otherwise expressly stated by Nivati. Failure to remit payment for amounts properly billed to you may result in suspension or termination of your access to the Platform and Services, to the extent permitted by applicable law.
    2. Cancellations; Missed Appointments; Additional Fees. Certain Services may be subject to additional fees or charges, including fees for missed appointments, late cancellations, or failure to provide required advance notice, as disclosed to you at the time of scheduling, checkout, or use (including through any applicable Supplemental Terms). You authorize Nivati or its third-party payment processor to charge any such fees and applicable taxes to your selected payment method, consistent with the disclosures presented to you. Except as required by applicable law or as expressly stated otherwise by Nivati, fees properly charged are non-refundable.
  4. Third Party Software and Linking. The Platform and Services may include or integrate with products, services, or content provided by third parties, or may link you to third-party websites or services (collectively, “Third-Party Products”). Your use of any Third-Party Products is subject to the applicable terms and privacy policies of the third-party provider, and your relationship with such provider is solely between you and that provider. Nivati does not control, endorse, or assume responsibility for any Third-Party Products and is not responsible for their availability, content, or practices. Access to and use of Third-Party Products is at your discretion and subject to the applicable third-party terms. Nivati may change or discontinue the use of third-party providers in connection with the Platform or Services at any time. Nivati will not be liable for any damages or losses arising from your access to or use of any Third-Party Products.
  5. Suspension and Termination. Nivati may suspend or terminate your access to the Platform or Services if you violate these Terms, applicable law, or any applicable policies, or if Nivati reasonably determines that your conduct poses a risk of harm to you, other users, providers, or the Platform. Where reasonably practicable, Nivati will provide notice of any suspension or termination. Nivati may also suspend or terminate your access as required by law, legal process, or at the request of your Benefit Sponsor, if applicable. Nivati reserves the right to modify, suspend, or discontinue the Platform or any portion of the Services at any time. To the extent permitted by applicable law, Nivati will not be liable to you for any suspension, termination, modification, or discontinuation of the Platform or Services.
  6. Privacy; Communications. 
    1. Privacy Policy. Nivati collects, uses, and discloses personal information about you in accordance with the Nivati Privacy Policy, which can be viewed by clicking on the “Privacy Policy” link that appears at the bottom of www.nivati.com or by visiting www.nivati.com/privacy-policy (“Privacy Policy”).
    2. Electronic Communication. By using the Platform or Services, you consent to receive communications from Nivati electronically, including by email, in-platform messages, push notifications, and (if you opt in where required) text message/SMS (collectively, “Electronic Communications”), relating to your account, scheduling, appointment reminders, service updates, support, and other operational or administrative matters. You understand that Electronic Communications may not be a completely secure means of communication and that there is a possibility such communications may be accessed in storage or during transmission. You are responsible for keeping your contact information current. You may opt out of certain Electronic Communications (such as marketing messages) as described in the Platform or Privacy Policy; however, you acknowledge that Nivati may continue to send you non-marketing communications relating to your use of the Platform or Services.
  7. Data Rights.
    1. Your Information. In connection with your access to and use of the Platform and Services, you may provide or make available, certain information, data, or content relating to you or your use of the Platform and Services (“Your Information”). As between you and Nivati, you retain all right, title, and interest in and to Your Information. Nivati’s use of Your Information is subject to the rights and licenses granted under these Terms and, with respect to personal information, Nivati’s Privacy Policy.
    2. License to Use Your Information. You hereby grant to Nivati and its contractors and service providers a non-exclusive, worldwide license to use, host, store, process, transmit, and otherwise exploit Your Information as reasonably necessary to provide, operate, maintain, administer, analyze, improve, secure, and develop the Platform and Services, to support your use of the Services, and to otherwise perform Nivati’s obligations and exercise its rights under these Terms, in each case in accordance with applicable law and, with respect to personal information, Nivati’s then-current Privacy Policy.
    3. Aggregated Data. Notwithstanding anything to the contrary in these Terms, Nivati may analyze Your Information for the purpose of creating de-identified or aggregated data that does not identify you (“Aggregated Data”). Nivati retains all right, title, and interest in and to Aggregated Data and may use Aggregated Data for any lawful purpose, including to operate, improve, develop, and market the Platform and Services.
    4. Usage Data. Nivati retains all right, title, and interest in and to usage, technical, and performance data generated through operation of the Platform and Services that does not identify you (“Usage Data”). Nivati may use Usage Data for lawful business purposes, including analytics, benchmarking, service improvement, and system optimization.
    5. Feedback. If you provide Nivati with suggestions, ideas, feedback, or recommendations regarding the Platform or Services (collectively, “Feedback”), you acknowledge that such Feedback is provided voluntarily and without expectation of compensation. Notwithstanding Section 7.1, Feedback does not constitute Your Information. Nivati may use, implement, modify, incorporate, and otherwise exploit any Feedback for any lawful purpose, including to develop, improve, and enhance the Platform and Services, without restriction, attribution, or obligation to you.
  8. Disclaimers. 

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. NIVATI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM AND SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NIVATI MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE PLATFORM OR SERVICES WILL BE AVAILABLE, THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS, OR THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE YOUR INTENDED RESULTS. NIVATI MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR OTHER SERVICES, PURCHASED, ACCESSED, OR OBTAINED THROUGH THE PLATFORM OR ADVERTISED THROUGH THE PLATFORM. NO ADVICE OR INFORMATION GIVEN BY NIVATI, ITS EMPLOYEES, REPRESENTATIVES, OR ANY THIRD PARTY CREATE A WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, NIVATI MAKES NO REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY INFORMATION MADE AVAILABLE THROUGH THE PLATFORM FOR ANY PARTICULAR PURPOSE.

THE PLATFORM AND SERVICES MAY INCLUDE GENERAL INFORMATION, SUPPORT TOOLS, AND ACCESS TO SERVICES, INCLUDING SERVICES PROVIDED BY LICENSED HEALTHCARE PROFESSIONALS WHERE APPLICABLE. EXCEPT FOR SERVICES PROVIDED DIRECTLY BY LICENSED HEALTHCARE PROFESSIONALS, INFORMATION MADE AVAILABLE THROUGH THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE PLATFORM IS NOT INTENDED FOR USE IN EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, YOU SHOULD CONTACT EMERGENCY SERVICES OR A QUALIFIED HEALTHCARE PROFESSIONAL IMMEDIATELY.

CERTAIN FEATURES OF THE PLATFORM MAY INCLUDE AUTOMATED OR ARTIFICIAL INTELLIGENCE–ASSISTED TOOLS, INCLUDING CHAT-BASED FEATURES, THAT ARE DESIGNED TO PROVIDE GENERAL INFORMATION, SUPPORT, OR ADMINISTRATIVE ASSISTANCE. THESE TOOLS DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSES, OR TREATMENT RECOMMENDATIONS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR MENTAL HEALTH CARE. YOU SHOULD NOT RELY ON ANY INFORMATION GENERATED BY AI-ASSISTED FEATURES FOR MEDICAL DECISIONS OR IN EMERGENCIES, AND YOU SHOULD SEEK ADVICE FROM A QUALIFIED HEALTHCARE PROFESSIONAL FOR ANY MEDICAL OR MENTAL HEALTH CONCERNS. OUTPUTS GENERATED BY AI-ASSISTED FEATURES MAY BE INACCURATE, INCOMPLETE, OR INAPPROPRIATE, AND NIVATI MAKES NO REPRESENTATIONS REGARDING THEIR ACCURACY OR SUITABILITY FOR ANY PURPOSE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND THE PRIVACY POLICY, NIVATI MAY TAKE ACTION IT REASONABLY DETERMINES IS NECESSARY TO ADDRESS SAFETY OR SECURITY CONCERNS, INCLUDING CONTACTING APPROPRIATE SERVICES OR THIRD PARTIES IF NIVATI REASONABLY BELIEVES THERE IS A RISK OF IMMINENT HARM TO YOU OR OTHERS OR A RISK OF SERIOUS MISUSE OF THE PLATFORM OR SERVICES. NOTHING IN THESE TERMS REQUIRES NIVATI TO MONITOR THE PLATFORM OR SERVICES FOR EMERGENCIES OR TO PROVIDE EMERGENCY SERVICES.

  1. Rules of Conduct.
    1. Content and Restrictions. You agree not to submit, upload, transmit, record, or otherwise make available through the Platform any content, or engage in any conduct, that: (a) is unlawful, fraudulent, threatening, abusive, harassing, defamatory, hateful, or otherwise harmful to any person or entity; (b) infringes or violates any third party’s intellectual property, privacy, publicity, or other legal rights, including by disclosing another person’s personal or confidential information without authorization; (c) is obscene, sexually explicit, or otherwise inappropriate for the Platform; (d) contains malware, viruses, or other code or components designed to disrupt, damage, or interfere with the operation, security, or functionality of the Platform or any connected systems; or (e) interferes with, disrupts, or attempts to gain unauthorized access to the Platform, other user accounts, or related systems. You further agree not to record, capture, or reproduce any portion of the Services, including any therapy, coaching, or other sessions, except with Nivati’s prior written consent or as expressly permitted through the Platform.
    2. Use of the Services. You agree to use the Platform and Services solely for your personal, non-commercial use and in compliance with these Terms and all applicable laws. You will not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or Services, or create derivative works based on the Platform or Services; access or use the Platform or Services in any fraudulent, misleading, deceptive, harassing, threatening, or abusive manner, or in any way intended to embarrass, harm, or cause distress to another person or group; impersonate any other person or entity; access, use, or attempt to access the Platform or Services in an unauthorized manner, including by circumventing access controls, territorial restrictions, or usage limits; use any spider, robot, scraper, retrieval application, or other automated or manual means to access, retrieve, or collect data from the Platform without Nivati’s prior written consent; interfere with, disrupt, damage, or impair the operation, security, or integrity of the Platform, Services, or any related systems or networks; disseminate, store, or transmit viruses, worms, trojan horses, or other malicious code or programs; invade the privacy of any person, including by submitting personally identifiable or otherwise private information about another person without their consent; use the Platform or Services to create, train, test, benchmark, or develop competing or similar products or services, or for any research, analysis, or evaluation of the Platform or Services without Nivati’s prior written consent; rent, lease, sell, sublicense, transfer, distribute, or otherwise make available the Platform or Services, in whole or in part, to any third party, or use the Platform or Services for the benefit of any third party; submit false, inaccurate, or misleading information to Nivati or through the Platform; violate, or encourage others to violate, any applicable law, regulation, or third-party right; or engage in any other activity that materially conflicts with the purpose or spirit of these Terms. You agree that you are solely responsible for any and all acts and omissions that occur under your Account.
    3. Monitoring. Nivati does not have an obligation to monitor user activity or content on the Platform. However, Nivati reserves the right, in its discretion, to take appropriate action in response to violations of these Terms, including removing content, restricting access, or suspending or terminating accounts, as described elsewhere in these Terms. Nivati may also take such actions as required by applicable law or legal process. Nothing in these Terms creates an obligation for Nivati to monitor the Platform or to take any specific enforcement action.
  2. Proprietary Rights and Third-Party Content. As between you and Nivati, the Platform and Services, including all underlying software, content, and materials, are owned by Nivati and its licensors and are protected by applicable intellectual property, privacy, and other laws. Except for the limited right to access and use the Platform and Services as expressly permitted under these Terms, no rights are granted to you. The Platform and Services may also include content, materials, or information made available by other users, licensed healthcare professionals, or third parties, which you may not copy, record, reproduce, distribute, publicly display, or otherwise use except as expressly permitted through the Platform or with the authorization of the applicable rights holder. You are responsible for ensuring that your use of the Platform and Services does not violate the intellectual property or privacy rights of any third party. Nivati may take appropriate action, including restricting access or suspending or terminating your account, if it determines that you have violated this Section. 
  3. Indemnity; Limitation of Liability.
    1. You agree to indemnify and hold harmless Nivati and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, and reasonable expenses (including attorneys’ fees) arising out of or relating to (a) your violation of these Terms, (b) your misuse of the Platform or Services, or (c) your violation of any applicable law or the rights of any third party. 
    2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NIVATI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NIVATI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE PLATFORM AND SERVICES MAY BE SUBJECT TO INTERRUPTIONS, ERRORS, OR TECHNICAL LIMITATIONS INHERENT IN INTERNET-BASED SERVICES.
    3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF NIVATI TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM OR SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOU TO NIVATI FOR THE SERVICES DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  4. Dispute Resolution; Arbitration; Class Action Waiver. 

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT OR TO PARTICIPATE IN A CLASS ACTION.

  1. Agreement to Arbitrate. Except as otherwise provided below, you and Nivati agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services (each, a “Dispute”) will be resolved by binding arbitration on an individual basis and not in court.
  2. Arbitration Procedures. Arbitration will be administered by JAMS in accordance with its applicable consumer arbitration rules then in effect. The arbitration will be conducted by a single neutral arbitrator. Unless otherwise agreed by the parties, the arbitration will be conducted remotely or in the state in which you reside. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.
  3. Exceptions. Either party may bring an individual claim in small claims court if the claim qualifies. In addition, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
  4. Jury Trial Waiver. YOU AND NIVATI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and NIVATI are instead electing that all Disputes will be resolved by arbitration under this Section 12, except as specified in Section 12.3. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Section 12 as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to limited review.
  5. Class Action Waiver. YOU AND NIVATI AGREE THAT ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding.
  6. Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to Nivati within 30 days of first accepting these Terms. Your notice must include your name and the email address associated with your Account. If you opt out, neither you nor Nivati will be bound by this arbitration agreement.
  7. Survival. This arbitration agreement will survive termination of your relationship with Nivati.
  8. Venue. Subject to the arbitration provisions set forth in this Section 12, the parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Salt Lake City, Utah in any litigation arising out of or relating to these Terms that is permitted to be brought in court. 
  1. General.
    1. Modification. Nivati may modify these Terms from time to time. Any changes will become effective upon posting the updated Terms with a revised “Last Updated” date. If you have an Account, we will provide notice of any material changes to these Terms by email sent to the address associated with your Account or through the Platform. Your continued access to or use of the Platform or Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop accessing and using the Platform and Services.
    2. Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Nivati as a result of these Terms or use of the Platform or the Services. 
    3. Force Majeure. Nivati will not be liable for any breach of these Terms, or for any delay or failure of performance, resulting from any cause beyond Nivati’s reasonable control.
    4. Waiver. The failure of Nivati to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Nivati in writing.
    5. Contact. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to Nivati as follows:

By E-mail: Legal@Nivati.com
By Postal Mail: 10808 S River Front Parkway #3054 
South Jordan, UT 84095

  1. Entire Agreement; Severability; Waiver. These Terms constitute the entire agreement between you and Nivati and govern your access to and use of the Platform and Services, superseding any prior or contemporaneous agreements, communications, or understandings between you and Nivati relating to the subject matter hereof. Nivati’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. 
  2. Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services, will be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles, except to the extent preempted by applicable federal law.