Terms of Service — RivCut CNC Machining

PLEASE READ THESE TERMS CAREFULLY. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and RivCut, Inc. By creating an account, requesting a quotation, placing an order, or otherwise using RivCut's services, website, or platform, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you may not use our services. By using RivCut's platform, you also consent to electronic monitoring, IP address tracking, and the capture of interaction data as described in Section 19.

1. Acceptance of Terms

By creating an account on the RivCut platform, submitting a request for quotation, placing an order, or otherwise engaging RivCut's services, Customer agrees to be irrevocably bound by these Terms of Service, including all amendments, updates, and supplemental terms incorporated by reference. These Terms apply to all transactions between Customer and RivCut, whether initiated through the website, email, telephone, or any other channel.

Customer's acceptance of goods or services from RivCut shall constitute conclusive evidence of Customer's agreement to these Terms, regardless of whether Customer has signed a separate acknowledgment. Any terms or conditions contained in Customer's purchase orders, confirmations, or other documents that conflict with or supplement these Terms are expressly rejected and shall have no force or effect unless specifically agreed to in writing by an authorized officer of RivCut.

2. Account Registration

To access RivCut's quoting and ordering services, Customer must register an account using a valid business email address. Personal email addresses (e.g., Gmail, Yahoo, Outlook) may be accepted at RivCut's sole discretion but may result in limited account capabilities.

Customer represents and warrants that:

All information provided during registration is accurate, current, and complete.
Customer has the legal authority to bind the business entity on whose behalf the account is created.
Customer will promptly update account information if any details change.
Customer is solely responsible for maintaining the confidentiality of account credentials and for all activities that occur under the account.

RivCut reserves the right to suspend or terminate any account that contains inaccurate information, is used for fraudulent purposes, or violates these Terms. Customer shall immediately notify RivCut of any unauthorized use of the account.

3. Quotation and Pricing

All quotations provided by RivCut are valid for thirty (30) calendar days from the date of issuance, unless otherwise stated in writing. After the expiration period, RivCut reserves the right to re-quote at then-current pricing.

Quotations are estimates based on the information provided by Customer at the time of the request. RivCut reserves the right to adjust pricing if:

Customer-supplied specifications, drawings, or models are incomplete, inaccurate, or are subsequently modified.
Material costs, shipping costs, or other input costs change materially between the date of quotation and the date of order acceptance.
The scope, quantity, tolerances, finish requirements, or delivery schedule changes from what was originally quoted.
A clerical or computational error is identified in the original quotation.

RivCut expressly reserves the right to correct any errors in quotations, invoices, or pricing at any time, even after an order has been accepted. Quoted prices do not include applicable taxes, duties, shipping, or handling charges unless explicitly stated.

4. Order Acceptance

No order placed by Customer shall be deemed binding upon RivCut until RivCut issues a written order confirmation or acknowledgment. RivCut reserves the right, at its sole discretion, to:

Accept or decline any order, in whole or in part, for any reason.
Refuse orders that RivCut determines to be impractical, technically infeasible, or outside its manufacturing capabilities.
Cancel accepted orders if Customer fails to provide required information, approvals, or materials in a timely manner.
Impose minimum order charges. Orders below RivCut's published minimums may be subject to a setup fee or minimum lot charge.

Customer acknowledges that lead times provided are estimates and are subject to change based on shop capacity, material availability, and other factors. RivCut shall not be liable for delays unless a guaranteed delivery date has been agreed upon in writing.

5. Payment Terms

All prices are quoted and payable in United States Dollars (USD).

5.1 Standard Payment

Unless Customer has been approved for credit terms pursuant to Section 6, full payment is due at the time of order placement. RivCut accepts payment via credit card, ACH transfer, wire transfer, and other methods as made available on the platform.

5.2 Credit Terms

Net 30 or Net 45 payment terms are available solely at RivCut's discretion and only after Customer has been approved through RivCut's credit application process. Approval of credit terms for any single transaction does not obligate RivCut to extend credit for future transactions.

5.3 Late Payment

Overdue balances shall accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date until the date of full payment.

5.4 Suspension and Cancellation

RivCut reserves the right to immediately suspend production on, withhold shipment of, or cancel any open orders if Customer has any overdue balance, regardless of whether such overdue balance relates to the order in question. RivCut shall not be liable for any damages, losses, or costs arising from such suspension or cancellation.

5.5 Taxes

Customer is responsible for all applicable sales taxes, use taxes, VAT, customs duties, import fees, and any other governmental charges related to the transaction. If Customer claims a tax exemption, Customer must provide a valid exemption certificate prior to invoicing.

6. Credit Terms and Personal Guarantee

6.1 Credit Application

Credit terms are extended solely at RivCut's discretion and require completion and approval of a RivCut credit application. RivCut may request financial statements, trade references, bank references, and other information necessary to evaluate creditworthiness.

6.2 Personal Guarantee

As a condition of extending credit terms, RivCut may require that one or more officers, directors, owners, or principals of Customer's business execute a personal guarantee, individually and unconditionally guaranteeing the full and timely payment of all obligations owed by Customer to RivCut. The authorized signer of any order or credit application personally guarantees all obligations arising thereunder.

6.3 Revocation of Credit

RivCut reserves the right to revoke, modify, reduce, or suspend credit terms at any time, for any reason, with or without notice. Upon revocation, all outstanding balances shall become immediately due and payable, and all future orders shall require payment in advance.

6.4 UCC-1 Financing Statement

By accepting credit terms, Customer expressly consents to RivCut filing a UCC-1 financing statement with the appropriate Secretary of State to perfect its security interest in the goods and proceeds described herein. Customer agrees to execute any documents reasonably necessary to effectuate such filing.

7. Security Interest and Lien Rights

7.1 Grant of Security Interest

Customer hereby grants to RivCut a purchase money security interest in all parts, goods, products, and materials manufactured, fabricated, or supplied by RivCut ("Goods"), together with all proceeds thereof, until Customer has paid all amounts owed to RivCut in full. This security interest attaches upon RivCut's commencement of work and continues until all payment obligations have been satisfied.

7.2 Title Retention

RivCut retains full title and ownership of all Goods until payment has been received in full. Customer acknowledges that it has no right to sell, transfer, pledge, encumber, or otherwise dispose of any Goods for which payment remains outstanding.

7.3 Risk of Loss

Risk of loss, damage, or destruction of Goods transfers to Customer upon delivery to the carrier (FOB Origin) or upon Customer's receipt of Goods at the designated delivery location, as specified in the order confirmation. Customer is responsible for procuring adequate insurance coverage from the point of risk transfer.

7.4 UCC-1 Filing

RivCut reserves the right to file a UCC-1 financing statement in any applicable jurisdiction to perfect its security interest in the Goods and their proceeds. Customer hereby authorizes RivCut to file such financing statements without further notice or consent from Customer.

7.5 Mechanic's and Materialman's Lien

RivCut reserves the right to assert and file a mechanic's lien, materialman's lien, or any other statutory lien permitted under applicable law against Customer's property (including real property, personal property, and any project for which the Goods are intended) to secure payment for all amounts owed. Customer agrees not to take any action to impede or contest such lien rights.

7.6 Right to Repossess

In the event of nonpayment, RivCut shall have the right to enter Customer's premises, with reasonable notice, to repossess any Goods for which payment has not been made in full. Customer hereby grants RivCut an irrevocable license to enter Customer's premises for such purpose.

8. Collection and Remedies

In the event that Customer fails to pay any amount when due, RivCut shall be entitled to pursue any or all of the following remedies, which are cumulative and not exclusive:

8.1 Collection Agencies

RivCut may engage one or more third-party collection agencies to collect any overdue amounts, and Customer shall be liable for all collection fees and costs incurred.

8.2 Credit Reporting

RivCut may report Customer's delinquent account to one or more commercial credit bureaus, including but not limited to Dun & Bradstreet, Experian Business, and Equifax Business.

8.3 Right of Offset

RivCut may offset any amounts owed by Customer against any credits, refunds, deposits, or other amounts that RivCut may owe to Customer under any agreement or transaction.

8.4 Acceleration

Upon any default by Customer, including but not limited to failure to make timely payment, breach of any term herein, or initiation of insolvency proceedings, all amounts owed by Customer to RivCut under all agreements and transactions shall become immediately due and payable in full, without demand or further notice.

8.5 Repossession

RivCut reserves the right to repossess any Goods delivered to Customer for which full payment has not been received, as described in Section 7.6.

9. Attorney Fees and Legal Costs

IMPORTANT: In the event that RivCut commences any action, proceeding, or effort to enforce any provision of these Terms, collect any amounts due, enforce any lien, or protect its rights hereunder, Customer agrees to pay and shall be liable for ALL of RivCut's costs and expenses, including but not limited to:

Attorney fees — including fees of in-house counsel, outside counsel, and appellate counsel, at their customary hourly rates.
Court costs and filing fees — including all costs associated with initiating and prosecuting legal action in any court or tribunal.
Collection costs — including fees charged by collection agencies, skip tracing services, and asset location services.
Service of process costs — including fees for personal service, substituted service, and service by publication.
Expert witness fees — including fees for consultants, engineers, accountants, and other professionals retained in connection with the action.
Travel expenses — including airfare, lodging, meals, and ground transportation incurred in connection with litigation, arbitration, or mediation.
Lien recording and enforcement costs — including fees for filing, perfecting, foreclosing, and enforcing UCC financing statements, mechanic's liens, and materialman's liens.
Arbitration and mediation costs — including arbitrator fees, mediator fees, venue costs, and administrative fees.
Post-judgment enforcement costs — including costs of executing on judgments, garnishments, levies, and debtor examinations.

This obligation to pay attorney fees and costs applies to any action arising out of or related to these Terms, including but not limited to actions for breach of contract, collection of amounts due, lien enforcement, security interest enforcement, indemnification, and any appeal thereof. This provision shall survive the termination or expiration of these Terms and any completed transaction.

10. Intellectual Property

10.1 Customer Representations

Customer represents and warrants that it owns, or has obtained all necessary licenses, rights, and permissions for, all designs, drawings, specifications, CAD files, and other intellectual property submitted to RivCut. Customer shall not submit any design or specification that infringes upon the intellectual property rights of any third party.

10.2 Indemnification for IP Infringement

Customer shall defend, indemnify, and hold harmless RivCut and its officers, directors, employees, and agents from and against any and all claims, actions, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to any allegation that the designs, specifications, or materials provided by Customer infringe upon the intellectual property rights of any third party.

10.3 RivCut's Manufacturing IP

RivCut retains all rights, title, and interest in its proprietary manufacturing processes, tooling, fixtures, jigs, programs, toolpaths, and know-how developed or used in the course of fulfilling Customer's orders. Unless otherwise agreed in writing, Customer acquires no rights to RivCut's manufacturing intellectual property.

10.4 Confidentiality

RivCut will treat Customer's designs and specifications as confidential information and will not disclose them to third parties except as necessary to fulfill Customer's orders (e.g., subcontractors, material suppliers) or as required by law. This confidentiality obligation does not apply to information that is or becomes publicly available through no fault of RivCut.

11. Warranties and Limitations of Liability

11.1 Limited Warranty

RivCut warrants that all parts and Goods will be manufactured in substantial conformance with the mutually agreed-upon specifications, drawings, and tolerances documented in the order confirmation. This warranty is limited to defects in workmanship attributable to RivCut.

11.2 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, RivCut MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. All parts are manufactured to Customer's specifications, and Customer bears sole responsibility for the adequacy and suitability of those specifications for Customer's intended application.

11.3 Limitation of Liability

IN NO EVENT SHALL RivCut'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ORDER OR THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO RivCut FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

11.4 Exclusion of Consequential Damages

IN NO EVENT SHALL RivCut BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to loss of profits, loss of revenue, loss of production, loss of business opportunity, cost of procurement of substitute goods or services, or any other commercial damages or losses, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if RivCut has been advised of the possibility of such damages.

12. Cancellation and Returns

12.1 Cancellation Before Production

Customer may cancel an order prior to the commencement of production by providing written notice to RivCut. A restocking fee of 25% of the order value will be assessed to cover administrative costs, material procurement, and scheduling disruption. If RivCut has already procured materials for the order, Customer shall also be responsible for the full cost of such materials.

12.2 Cancellation After Production Begins

Orders cannot be cancelled once production has commenced. Customer shall be liable for the full order amount for any order cancelled after production has begun, including all material costs, labor costs, and overhead.

12.3 Custom Parts

All custom-manufactured parts are non-refundable and non-returnable, except in the case of documented defects attributable to RivCut's workmanship as described in Section 12.4.

12.4 Defective Parts

If Customer receives parts that do not conform to the agreed-upon specifications, Customer must submit a written claim to RivCut within ten (10) business days of delivery, accompanied by photographs, measurements, and a detailed description of the non-conformance. RivCut will, at its sole option, either remake the non-conforming parts or issue a refund for the affected items. RivCut's obligation under this section is the sole and exclusive remedy for defective parts.

12.5 Failure to Inspect

Failure by Customer to inspect Goods and submit a claim within the ten (10) business day period shall constitute acceptance of the Goods and a waiver of any and all claims related to non-conformance, defects, or quality.

13. Export Control and Compliance

13.1 Customer Responsibility

Customer is solely responsible for ensuring compliance with all applicable export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and any other applicable U.S. or international export control regimes.

13.2 Customer Certifications

Customer certifies that:

Parts and Goods ordered from RivCut will not be exported, re-exported, or transferred to any country, entity, or individual prohibited under applicable export control laws without obtaining all required licenses and approvals.
Parts will not be used in connection with the design, development, production, stockpiling, or use of chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons.
Customer is not listed on any U.S. government restricted party list, including the Denied Persons List, Entity List, or Specially Designated Nationals List.

13.3 Indemnification for Export Violations

Customer shall defend, indemnify, and hold harmless RivCut from and against any and all claims, penalties, fines, losses, damages, costs, and expenses (including attorney fees) arising from Customer's violation of any export control law or regulation, or any breach of the certifications in this Section.

14. Indemnification

Customer shall defend, indemnify, and hold harmless RivCut, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "RivCut Parties") from and against any and all claims, actions, suits, proceedings, demands, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorney fees and court costs) arising out of or relating to:

Customer's use, misuse, modification, or integration of any parts or Goods manufactured by RivCut.
Any breach by Customer of any representation, warranty, covenant, or obligation under these Terms.
Any claim that Customer's designs, specifications, or materials infringe the intellectual property rights of any third party.
Any injury, death, or property damage caused by or related to Customer's products that incorporate parts manufactured by RivCut.
Customer's violation of any applicable law, regulation, or governmental order.

This indemnification obligation shall survive the completion, termination, or expiration of any transaction or these Terms.

15. Dispute Resolution

15.1 Governing Law

These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

15.2 Venue

For any dispute not subject to mandatory arbitration under Section 15.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California. Customer irrevocably waives any objection to such jurisdiction and venue, including any objection based on forum non conveniens.

15.3 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or any transaction between RivCut and Customer where the amount in controversy is less than fifty thousand dollars ($50,000) shall be resolved exclusively through binding arbitration administered by JAMS or the American Arbitration Association (AAA) in Alameda County, California, in accordance with its then-current Commercial Arbitration Rules.

The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to award attorney fees and costs to the prevailing party.

15.4 Prevailing Party

In any action, arbitration, or proceeding to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable attorney fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

15.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS.

16. Force Majeure

RivCut shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond RivCut's reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions or orders, embargoes, sanctions, labor disputes, strikes, supply chain disruptions, material shortages, equipment failures, power outages, internet or telecommunications failures, cyberattacks, or carrier delays (each, a "Force Majeure Event").

In the event of a Force Majeure Event, RivCut shall notify Customer as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected order(s) without liability, except that Customer shall remain obligated to pay for any work completed and materials procured prior to termination.

17. Severability and Entire Agreement

17.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

17.2 Entire Agreement

These Terms, together with any order confirmations, credit applications, and other documents expressly incorporated by reference, constitute the entire agreement between RivCut and Customer with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, agreements, and understandings, whether oral or written. No waiver, amendment, or modification of these Terms shall be effective unless made in writing and signed by an authorized representative of RivCut.

17.3 Waiver

No failure or delay by RivCut in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy. A waiver of any right or remedy on one occasion shall not operate as a waiver of such right or remedy on any subsequent occasion.

18. Modifications to Terms

RivCut reserves the right to modify, amend, or update these Terms at any time by posting the revised Terms on its website or platform. The "Last Updated" date at the top of this document will be revised accordingly. Customer's continued use of RivCut's services, placement of orders, or maintenance of an account after the posting of modified Terms constitutes Customer's acceptance of and agreement to be bound by the modified Terms.

For material changes that significantly affect Customer's rights or obligations, RivCut will make reasonable efforts to notify Customer via email or through a notice on the platform. However, it is Customer's responsibility to review these Terms periodically for updates.

19. Electronic Records, IP Tracking, and Monitoring

For security, fraud prevention, legal compliance, and quality improvement, RivCut captures and stores the following information when Customer accesses or uses the platform: IP addresses, browser and device information, approximate geolocation derived from IP, timestamps of interactions, session duration, pages visited, click and scroll patterns, and form submission data (collectively, "Electronic Records"). Details about how this information is collected, categorized, and managed are described in our Privacy Policy and Cookie Policy.

Non-essential tracking is loaded only after Customer's cookie consent (opt-in for EEA/UK visitors, opt-out for other visitors). Essential security and fraud-prevention logging is performed regardless of cookie preference because it is necessary to operate and protect the platform.

Electronic Records are retained as described in Section 5 of our Privacy Policy (generally seven (7) years for records tied to transactions, credit, or legal hold, and shorter periods for non-essential analytics). Records may be used in fraud investigations, collections, litigation, and regulatory compliance.

The parties acknowledge that electronic records, electronic signatures, and logs maintained by RivCut are valid and enforceable under the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.), and each party consents to the use of electronic records and electronic signatures in lieu of paper originals. Nothing in this section waives a party's right to object on other evidentiary grounds (such as authenticity, hearsay, or relevance) in any legal proceeding; such objections are preserved and governed by applicable rules of evidence.

IP addresses and timestamps attached to account creation, order placement, credit applications, and agreement acceptances are admissible as evidence of identity and consent, subject to authentication and applicable rules of evidence.

Customers may request access to, correction of, or deletion of Electronic Records (subject to legal retention requirements) by contacting privacy@rivcut.com or using the form at Do Not Sell or Share My Personal Information.

20. Fraud and Misrepresentation

Any Customer that obtains goods, services, or credit terms through fraud, misrepresentation, or material omission shall be liable for:

The full amount of all unpaid invoices plus interest as set forth in Section 5.3.
Treble (3x) damages on the fraudulent amount.
All attorney fees, investigation costs, and collection costs.
Liquidated damages of $25,000 or the value of the fraud, whichever is greater.

RivCut reserves the right to refer fraudulent activity to local, state, and federal law enforcement, including the FBI Internet Crime Complaint Center (IC3).

Providing false business information, false trade references, false financial statements, or false identity constitutes fraud under these Terms.

Customer acknowledges that fraud in obtaining credit is a criminal offense in all 50 states under applicable state commercial fraud statutes.

Personal guarantors are jointly and severally liable for all damages arising from fraud.

The statute of limitations for fraud claims shall be the maximum permitted by law, but no less than six (6) years from the date of discovery.

21. Cross-Default

Default under any agreement between Customer and RivCut constitutes default under all agreements between the parties. Default includes, without limitation: failure to pay any amount when due, breach of any term or condition, insolvency, bankruptcy filing (voluntary or involuntary), assignment for the benefit of creditors, appointment of a receiver, material adverse change in financial condition, or dissolution of business.

Upon cross-default, all amounts owed by Customer under all agreements become immediately due and payable (acceleration), without demand or further notice.

22. Consent to Judgment

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY RivCut TO APPEAR IN ANY COURT OF COMPETENT JURISDICTION AND CONFESS JUDGMENT AGAINST CUSTOMER for any amounts due under these Terms, plus attorney fees and costs. Customer waives the right to prior notice of such confession of judgment.

This provision applies in all jurisdictions where confession of judgment is permitted by law, including but not limited to Pennsylvania, Virginia, Delaware, Ohio, and other states that allow cognovit provisions.

In jurisdictions where confession of judgment is not permitted, this clause shall be severed and all other provisions of these Terms shall remain in full force and effect.

23. Prejudgment Remedies

Customer consents to RivCut seeking and obtaining prejudgment remedies including, without limitation:

Temporary restraining orders
Preliminary injunctions
Prejudgment attachment of assets
Garnishment of accounts
Lis pendens (for real property liens)

Customer waives any requirement for RivCut to post a bond in connection with seeking prejudgment remedies, to the maximum extent permitted by law.

Customer acknowledges that monetary damages may be inadequate and that RivCut is entitled to equitable relief without proof of actual damages.

24. Joint and Several Liability

If Customer consists of more than one person or entity, each is jointly and severally liable for all obligations under these Terms.

If Customer is a subsidiary, division, or affiliate of another entity, the parent entity guarantees all obligations of Customer hereunder.

All personal guarantors are jointly and severally liable with Customer and with each other for the full amount of all obligations.

RivCut may pursue any one or more obligors without pursuing others, and failure to pursue any one obligor does not release any other obligor from liability.

Payment by one obligor does not release any other obligor until the full amount owed has been received by RivCut.

25. Assignment and Successors

Customer may not assign, delegate, or transfer any rights or obligations under these Terms without RivCut's prior written consent. Any attempted assignment without such consent is void and of no force or effect.

RivCut may freely assign its rights under these Terms, including assignment to collection agencies, factors, or successors in interest, without notice to or consent from Customer.

These Terms shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

In the event of a merger, acquisition, or sale of substantially all of Customer's business assets, the surviving or acquiring entity assumes all obligations of Customer under these Terms.

26. Notices

All legal notices required or permitted under these Terms must be in writing and sent to the addresses on file for the respective party.

Notice shall be deemed effective upon: (a) personal delivery; (b) one (1) business day after transmission by email to the party's registered email address; or (c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid.

Customer is responsible for maintaining current and accurate contact information in its account. RivCut's notices sent to Customer's registered email address shall constitute valid legal notice regardless of whether Customer actually reads such notice.

27. Survival

The following sections shall survive the termination, expiration, or completion of these Terms and any transaction hereunder: Payment Terms (Section 5), Credit Terms and Personal Guarantee (Section 6), Security Interest and Lien Rights (Section 7), Collection and Remedies (Section 8), Attorney Fees and Legal Costs (Section 9), Intellectual Property (Section 10), Warranties and Limitations of Liability (Section 11), Export Control and Compliance (Section 13), Indemnification (Section 14), Dispute Resolution (Section 15), Electronic Records, IP Tracking, and Monitoring (Section 19), Fraud and Misrepresentation (Section 20), Cross-Default (Section 21), Consent to Judgment (Section 22), Prejudgment Remedies (Section 23), Joint and Several Liability (Section 24), Assignment and Successors (Section 25), and this Survival clause (Section 27).

Survival is not limited in time and shall continue until all obligations of Customer have been fully satisfied.

28. Insurance Requirements

Customers approved for credit terms must maintain the following insurance coverages at all times during the business relationship and for a period of two (2) years thereafter:

Commercial General Liability (CGL): $1,000,000 per occurrence, $2,000,000 aggregate.
Product Liability: Required if parts manufactured by RivCut are incorporated into Customer's end products.
Workers' Compensation: As required by applicable law in Customer's state of operation.

Customer must provide certificates of insurance to RivCut upon request and must name RivCut, Inc. as an additional insured on the CGL policy.

Failure to obtain or maintain the required insurance coverage constitutes an event of default under these Terms and may result in immediate revocation of credit terms and acceleration of all outstanding amounts.

29. Right to Audit

For customers approved for credit terms, RivCut reserves the right to request and review financial statements on an annual basis or more frequently if RivCut reasonably determines that Customer's financial condition has materially changed.

Customer must provide the requested financial information within fifteen (15) business days of RivCut's written request.

RivCut may engage independent auditors to review Customer's financial records at Customer's expense if RivCut has a reasonable basis to suspect fraud or material misrepresentation.

Refusal to provide requested financial information is grounds for immediate revocation of credit terms and acceleration of all outstanding balances.

30. State-Specific Enforceability

These Terms are designed to be enforceable in all 50 U.S. states and U.S. territories. If any provision is held to be unenforceable in a particular jurisdiction, it shall be modified to the minimum extent necessary to achieve enforceability in that jurisdiction, and all other provisions shall remain in full force and effect.

Interest rate provisions: Where the rate of 1.5% per month exceeds the applicable state usury limit, the rate shall automatically be reduced to the maximum rate permitted under that state's law.
Mechanic's lien provisions: Customer agrees to cooperate with all state-specific notice and filing requirements necessary for RivCut to perfect its lien rights.
UCC provisions: Governed by Article 9 of the Uniform Commercial Code as adopted in the relevant state.
Arbitration provisions: Governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).
Attorney fee provisions: Enforceable per the contract terms in all states that permit contractual fee-shifting; in states that do not, each party bears its own fees unless otherwise required by law.
Electronic signature provisions: Governed by the E-SIGN Act (15 U.S.C. § 7001) and applicable state adoptions of the Uniform Electronic Transactions Act (UETA).

This section constitutes a savings clause intended to preserve maximum enforceability of these Terms across all jurisdictions.