Effective Date: October 1, 2019
Last Updated on: December 10, 2020
You warrant to Us that You are aged 18 years or above and are competent to enter into this agreement.
That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company, or its groups to these Terms.
You and Revv shall be hereinafter collectively be referred to as “Parties” and individually as “Party”.
1.1 Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable right to access and use the Services for Your internal business purposes in accordance with these Terms and the Pricing Plan You choose.
2.1 We offer the Revv Service and its many features (defined below, and referred to as “the Services” ) through Our online proprietary technology platform, named Revv. We reserve the right to enhance or modify features of the Services at any time, but We will try not to materially reduce core functionality. Any enhancements, new features, or updates (“Updates” ) to the Services are also subject to these Terms.
2.2 Our Services include Revv , which is a proprietary online document platform that aids in effective and efficient document administration and management. This includes, without limitation, document templates and customization options along with tools to manage business paperwork by providing a no-code document manager and a library of ready-to-use, professionally designed, and vetted document templates. Revv also allows integration with CRMs, payment gateways, to help accelerate the lead generation and closing process. Your use of the Service may require certain browser or equipment specifications which shall be communicated by Revv to You. Revv is aided by Revv AI which facilitates reviewing and analyzing contracts, documents, data, or other information. Revv AI would be provided through a web-based platform available at super.revv.so and/or inside the Revv app.
2.3 The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case We shall use commercially reasonable endeavors to notify You in advance.
2.4 Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Services caused by circumstances beyond Our reasonable control, such as but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
2.5 Evaluation: You may evaluate the Services offered herein without signing up for an Account, subject to the Terms herein and any additional terms that Revv may specify. Revv, in its sole discretion, shall have the right to terminate Your right to use Services at any time during such evaluation and for any reason, without liability to You. REVV DISCLAIMS ALL LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO YOUR USE OF THE SERVICES DURING SUCH EVALUATION.
3.1 Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
3.2 Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) use the Services, store or transmit Your Personal Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights; (d) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (e) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; or (f) use the Services for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages.
3.3 Usage Restrictions: The Pricing Plan relates to the permitted usage of the Services pursuant to each distinct Pricing Plan, and contains restrictions and requirements that outline the features that the User will be able to access. Access to features (such as number of active templates, number of permitted E-signatures, and storage capacity) varies according to the Pricing Plan subscribed to. You agree to avail the Services solely for personal or internal, non-commercial use or in accordance with any applicable usage restrictions for the Pricing Plan You have subscribed to. We have soft-limits and thresholds in place to ensure fair usage for everyone. We reserve the right to restrict access in case abnormal usage is detected.
4.1 Except for the rights granted to You under clause 1, and as stipulated below, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. All prevailing and future rights pertaining to copyrights, patents, trademarks, trade secrets, designs, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Website, shall at all times be and remain the exclusive property of Revv.
4.2 Revv Content: All intellectual property rights and/or proprietary rights, title, and interest in or related to Revv Content shall belong to and remain exclusively with Us. Except as otherwise restricted by these Terms, We grant You permission on a non-exclusive, non-transferable, limited basis to display, copy, and download Revv Content for Your internal use, provided that We retain all copyright and other proprietary notices on the Revv Content and materials. Except for the foregoing license, You shall not make copies of, modify, adapt, or distribute Revv Content. You acknowledge that Revv contains original works that have been prepared, collated, and arranged by Revv through the expenditure of substantial time, effort, and resources and which constitute valuable intellectual property of Revv and such others.
4.3 Customer Content: You shall retain all right and interest with respect to the Customer Content. Additionally, for the purpose of distributing and processing the Customer Content on Your instructions or on behalf of You, You agree to provide Us with a worldwide, non-exclusive, royalty-free, limited license to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such Customer Content during the Subscription Term and in connection with providing the Services to You and Your Users.
4.4 We shall have a right and license to incorporate into the Services or otherwise use any of Your suggestions, enhancement requests, recommendations or other feedback.
4.5 All rights not expressly provided to You herein are reserved.
5.1 Revv shall, as required, provide for integration of Services with any third-party systems and/or Your internal network and systems, including any of Your vendors, and may connect to or enable in conjunction with the Services, including, without limitation, third Party Services which may be integrated directly into Your Account (“Integration Services”). In such a scenario, the features and functionalities of the Services may rely on the accuracy of the data provided by such third parties and proper functioning of such third-party systems. Revv shall not be liable for any failure of the features and functionalities of the Software arising out of such inaccuracy /inconsistencies/failures of the third-party systems.
6.1 Subscription Charges: All charges associated with Your Account (“Subscription Charges”) shall be levied on a Consumption Basis, as set forth in a Pricing Plan or an Order Form. Unless otherwise mentioned in an Order Form, all Subscription Charges are due in full and payable in advance when You subscribe to the Services.
6.2 Payment: You hereby authorize Us and Our authorized agents to bill/ invoice You for the Services (and any renewal thereof). When You sign-up, You start with the free trial of Our Pro-Plus plan. At the end of the free trial, You can add Your credit card to continue with that plan. When You add your credit card, by default the last paid plan You were on is the one that You will be billed for. We have various plans to suit Your needs starting from a basic forever-free plan. Our $49/month Pro-plus plan (billed annually) is the most popular one. Please check Our pricing page for details. Our team would be happy to help with the plan selection.
6.3 Renewal: Your subscription to the Services will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term as per Our standard Subscription Charges.
6.4 Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services.
6.5 Late Payments/Non-payment of Subscription Charges: If We do not receive payment by the due date, in addition to the right to other remedies available under law, We may suspend Your access to and use of the Services subscribed to under the respective Pricing Plan, and You may be downgraded to Our free plan.
6.6 Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).
7.1 Termination by You: You may terminate one or more of Your Account(s) any time by emailing us at firstname.lastname@example.org. Upon terminating Your Account(s) with Us, We may suspend Your access to and use of the Services subscribed to under the respective Pricing Plan, and You may be demoted to Our free plan. In the event You are terminating Your Account(s) as a result of a material breach by Us and provided We have been given advance notice of such material breach, We may, pro-rata, refund the Subscription Charges for the remainder of the Subscription Term to You.
7.2 Suspension and Termination by Revv: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Services if You are in violation of these Terms. We will notify You if Your activities violate These Terms and, at Our sole discretion, We may provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated. We may also terminate an Evaluation Period in accordance with clause 2.5.
7.3 Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.
7.4 Effect of Terminating Your Account: Following the termination of Your Account either by You or Revv, You may contact Us at email@example.com. to export any of Customer Content before the expiry of 90 (ninety) days beyond which such data shall be deleted.
8.1 If You choose or are provided with a User identification code, login, password, or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any User identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your Account as a result of Your non-compliance of obligations under this clause 8.1.
8.2 Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Your Personal Data and such agreement shall have no further force or effect with respect to Your Personal Data.
9.3 You acknowledge and agree that We may access or disclose information about You, Your Account or Users in order to (a) comply with the law or respond to lawful requests or legal process, or (b) prevent any infringement of Our customers’ or Our proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
9.4 You understand and agree that We may aggregate statistical information related to the performance of the Services for purposes of training, updating, and/or improving the Services, provided that such information does not identify You as the source of such data or include and personally identifiable information.
9.5 You shall not disclose (and shall not permit any individual to disclose) any sensitive Personal Data to Us for Processing. Sensitive Personal Data shall include personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data processed solely to identify a human being, health-related data, data concerning a person’s sex life or sexual orientation.
9.6 We shall use appropriate technical and organizational measures to protect Your Personal Data as specified in the DPA. The measures used are designed to provide a level of security appropriate to the risk of Processing the data. We shall ensure that any person We authorize to Process Your Personal Data shall protect it in accordance with Our confidentiality obligations under these Terms.
9.7 We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Personal Data processed by Us.
9.8 We shall reasonably assist You, at Your expense, to enable You to respond to any request from a data subject to exercise any of its rights under applicable data protection law (including its rights of access, correction, objection, erasure and data portability, as applicable). In the event that any such request, correspondence, inquiry or complaint is made directly to Us, We shall promptly inform You providing full details of the same.
9.9 We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.
10.1 THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
10.2 YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICES TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY YOU, FOR THE SERVICE TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
11.2 IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Website Content”), including but not limited to the design, structure, “look and feel” and arrangement of such Content, contained on the Website is owned by RevvSales, and is protected by applicable copyright, patent and trademark laws, and various other intellectual property rights laws. You may access the blogs, documents, knowledge base or information on the Services from the Website however, you may not copy, reproduce, republish, resale, encode, transmit, mirror, or distribute the Website Content in any way to any other computer, server, website for any Company, without the express prior written consent of RevvSales. You are granted permission to display on your computer, print and download the Website Content solely for your own personal and non-commercial use. Resell
You may not use the Website or Website Content for any purpose or in any manner that infringes the rights of any third parties. If you believe that any of the Website Content infringes your copyright, you may report any violations of these Terms at firstname.lastname@example.org
You shall have the ability to upload, post, transmit, or access the data, including, but not limited to, photos, videos, comments, messages, or suggestions on the Website (“User Content”). The Website may allow you to comment, give feedback or access third-party data. Any content posted by you on the Website shall be deemed to be posted on a non-confidential basis, except the details entered by you for registering to our Website (detailed below). It is your responsibility to be cautious about posting any personally identifiable information of any person on the Website. By submitting User Content on the Website, you represent that you are 18 (eighteen) years of age or older and, if you are under the age of 18 (eighteen), you have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and contribute on the Website. Subject to such use of the Website, you represent and warrant that the content posted on the Website (i) is not misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable; (ii) does not establish unauthorized disclosure of personal or confidential information; (iii) does not infringe any patent, trademark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party; (iv) does not contain viruses, corrupted code or files, programs designed to harm or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.
You agree not to use the Website to: (i) engage in any activity that would constitute a criminal offense or give rise to a civil liability; (ii) impersonate an employee or a representative of RevvSales, its affiliates and subsidiaries; (iii) misrepresent or distort your identity or affiliation with a person or entity; (iv) send bulk mail, spam, “chain letters” and other unsought and unauthorized communication; (v) attempt to gain unauthorized access to any features of the RevvSales Website or Services offered through the Website, and/or other accounts not belonging to you, or encroach upon security of the Website, by hacking or any other means; (vi) gain or attempt to gain any information, materials or documents not purposely made available through the Website through any means; or (vii) violate any applicable local, state, national or international laws.
By submitting User Content to the Website, you grant us a royalty-free, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, distribute, sublicense and otherwise exploit such User Content (in whole or in part) in any form. You represent and warrant to us that you have the complete legal right and authority to grant to us the license provided for herein and that you own or control the display and other rights to the User Content.
To access certain features on the Website, including, but not limited to, scheduling a demo of the software, talk to an expert regarding our Services, post comments on the blog and access to events organized by RevvSales, require you to register on the Website. By entering your details, such as, name, phone number or email address on the Website, your account shall be automatically created on the Website and these Terms shall apply to you (except for a demo scheduled for the customer, which shall be governed by the Terms of Service). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. You may not use anyone else’s credentials, password or account at any time without the express permission and consent of the account holder. RevvSales cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You may be held liable for losses incurred by RevvSales or any other user of or visitor to the Website due to someone else using your credentials to access your account as a result of your failing to keep your account information secure and confidential.
If you choose to purchase or subscribe to our Services or Software, you will be billed in accordance with the billing and fee terms present in the Terms of Service which govern the use of our Services. These Terms of Service can be accessed here
RevvSales may use Aggregated Data (defined below) for adding, revising or improving the features and functionalities of the Website. “Aggregated Data” means data which is derived about the manner, frequency and pattern of usage of the Service by you, the User Content uploaded or posted on the Website. Any content, including any personal information if included in the User Content shall be used in an aggregated, anonymized, and statistical manner such that the information is non-identifiable of the individual.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. RevvSales has no control over the contents of those sites or resources and accepts no responsibility for these links or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
YOUR USE OF THE WEBSITE IS COMPLETELY ON YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. REVVSALES SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN PERFORMANCE OF THE SOFTWARE, OR SERVICE; HOWEVER, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, REVVSALES MAKES NO WARRANTY AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, ITS FEATURES AND WEBSITE CONTENT, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REVVSALES DOES NOT WARRANT THAT THE USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL REVVSALES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED OR FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL ARISING HEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless RevvSales, its affiliates and their representatives from and against all claims, liabilities, damages, judgments, awards, losses, and expenses, including attorneys’ fees, arising out of the use of the Websites by you or relating to (i) breach of these Terms (ii) the User Content infringing any third party intellectual property rights or privacy rights, (iii) User Content being abusive, libelous, defamatory or hateful, (iv) your gross negligence or wilful misconduct. RevvSales shall be entitled, to participate and take over the exclusive defense of any claim for indemnification under this section. You agree to cooperate with RevvSales in such an event as is reasonably requested by us.
We may communicate with you via email at the email address entered by you while registering on our Website, or through pop-ups or blogs on our Website regarding your account, system updates, feature upgrades or other matters or promotions. You may opt out of receiving emails from us by unsubscribing to these emails on our Website. If you have any queries about these Terms, or if you want to contact RevvSales for any reason, please mail us at RevvSales, Inc., 540 Cowper Street, #200, Alto, CA 94301, United States, or email us email@example.com specifying your name and account along with your query.
12.1 Indemnification by Revv: Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Services subscribed infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall at our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You shall fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions, or specifications provided by You; (ii) modification of the Services by anyone apart from Us; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by themselves be infringing. If Your use of the Services has become, or in Our opinion is likely to become, the subject of any IP Claim, We may at Our own option and expense (a) procure the right for You to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Us, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Subscription Charges that You had previously paid Us for the corresponding unused portion. This clause 12.1 states Our sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Services.
12.2 Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, Our respective employees, officers, directors and agents arising from Your acts or omissions in connection with clause 2 of these Terms provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We shall fully cooperate with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of Our gross negligence or willful misconduct.
13.1 Entire Agreement: These Terms, together with any Supplemental Terms and Order Form(s), constitute the entire agreement, and supersede any and all prior agreements between us with regard to the subject matter hereof. In the event of any inconsistency or conflict between the Terms and the terms of any Order Form, these Terms shall prevail. In the event of any inconsistency or conflict between the Supplemental Terms and the rest of the Terms, the Supplemental Terms shall prevail.
13.2 Assignment: You may not directly or indirectly, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without the prior written consent of Revv, which consent shall not be unreasonably withheld. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
13.3 Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
13.4 Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of These Terms.
13.5 Export Control: You shall not export, directly or indirectly, any technical information or products using such information acquired from the other Party under these Terms to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so in accordance with applicable law. You further agree not to use the Services for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
13.6 Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
13.7 Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 8 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Miscellaneous), and 14 (Definitions) shall survive any termination of Revvsales’ agreement with respect to use of the Services by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of These Terms.
13.8 Notices and Consent to Electronic Communications: All notices from Us under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You while subscribing to the Services; or (ii) electronic mail to the e-mail address provided to Your Account. Our address for a notice is Revvsales Inc, 340, South Lemon Avenue 8799, Walnut CA 91789 with a CC to firstname.lastname@example.org by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
13.9 Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our Websites and/or marketing collateral.
13.10 Arbitration: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by JAMS under its arbitration rules and procedures. There shall be a sole arbitrator who shall be jointly appointed by the parties to the dispute and failing agreement on such appointment, the arbitrator shall be appointed by the appointing authority of JAMS. The place of arbitration shall be Delaware. Judgment on the award rendered by the sole arbitrator may be enforced by a court having competent jurisdiction. ANY ARBITRATION UNDER THESE TERMS SHALL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ACTION AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.
13.11 Governing Law and Jurisdiction: The Terms shall be governed under the laws of the State of California, U.S.A., and subject to Clause 13.10 above, the courts in California shall have exclusive jurisdiction over all matters arising under these Terms.
Account means an account or instance established for You to use or access the Service and also authorize Your Agents or End-Clients to use the Service.
Affiliate means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent means any individual or entity (including the Your Affiliates) who are authorized to use or access the Service through the Your Account.
APIs mean the application programming interfaces developed, enabled by or licensed to Revv that permits access to certain functionality provided by the Services.
Commencement Date means the date on which the You start using the Services. The Commencement Date can be decided between the Parties under an Order Form and shall mark the end of any implementation.
Consumption Basis means a pricing model in which the You pay in direct proportion to Your use of the Service resources such as document templates accessed and used, amount of storage space utilized, number of e-signatures placed in templates, and number of Users per organization, amongst other metrics as laid down in the relevant Order Form.
Customer Content means any data, including Personal Data, information, documents, formats or templates of documents, sample agreements, quotes, processes or workflow, customizations, approval matrix, notes, drafts, text, graphic, image which is owned or licensed by You that has been submitted to the Services by You or on Your behalf through Your Account for use on and distribution through the Services;
Documentation means the Software’s User guide, compilation instructions, requirements including documents, manuals and computer-readable files regarding the installation, use, operation, functionality, troubleshooting, specifications and other technical information, sufficient for the purpose of usage of the Services;
End-Client means any person or entity, other than You or Your Users, with whom You may interact while using the Service.
Intellectual Property Rights means collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefore, trade names, service marks, service names, or logos; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web URLs or addresses or mobile phone applications; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained;
Order Form: means any service order form/statement of work/insertion order specifying the particular features and functionalities in the Services that You wish to avail and the Subscription Term.
Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Content.
Pricing Plan means the pricing plan applicable to the Services as available at pricing page.
Process means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
Revv Content means all documents, formats or templates of documents, sample agreements, quotes, processes or workflow, customizations, approval matrix, notes, drafts, text, graphic, image or other content owned, licensed or created by Revv or on behalf of Revv for use on and distribution through the Services.
Services shall mean and include Revv and other features and/or tools (as described in Clause 2) including Revv AI and Revv eSignature and any new services that Revv may introduce as a Service to which You may subscribe to and any updates, modifications or improvements to the Services, including individually and collectively, the Software, the API and any Documentation.
Software means the Revv software, application, tool or program provided as Service and made accessible to You and Your respective User to use subject to these Terms.
Subscription Term means the period starting from the Commencement Date till the end of term as opted by the Parties for the use of Service;
User means those who are designated users within the Services, including an Account administrator, Agents and other designated users
Website means the websites owned and operated by Revv, including “www.revvsales.com”, providing the information on the Software and Revv’s Services.
The Supplemental Terms below shall apply to use of one or more specific Services or features in addition to the rest of the Terms.
A. Implementation Service. You shall create an Account for use of the Software by providing all necessary information to enable You to access the Service. You may choose any individual, employee or Agent to act as “Administrators” who shall have control to the Account. Through this Administrator access, the Software can be configured in accordance with the process and workflow established by You. This may include making custom orders for You or Your End-Clients; creating, de-provisioning, monitoring or modifying End-Client usage, and setting End-Client usage permissions; and managing access to Your Personal Data by Agents or End-Clients or others (“Implementation Service”). You are responsible for the Administrators and their actions and inactions, including as described above. You agree that Revv’s responsibilities do not extend to the internal management or administration of the use of the Software by You.
B. Screening and Removal. You acknowledge and agree that Revv and its designees may or may not, at Revv's discretion, pre-screen Customer Content before its appearance on the Revv Services, but that Revv has no obligation to do so. You further acknowledge and agree that Revv reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any Customer Content that is contributed to the Revv Services. Without limiting the foregoing, Revv and its designees shall have the right to remove any Customer Content that violates these Terms or is otherwise objectionable in Revv's sole discretion. You acknowledge and agree that Revv does not verify, adopt, ratify, or sanction Customer Content, and you agree that you must evaluate and bear all risks associated with your use of Customer Content or your reliance on the accuracy, completeness, or usefulness of Customer Content.
A. Authorization to use for Analytics:
You expressly authorize Revv to analyze and process the documents You upload in the App to improve and enhance the App or develop new features in the App.
A. If You use Revv eSignature, Your use of this feature shall be conditioned on Your agreement to the following:
Revv eSignature aids the execution of documents between parties. Nothing in these Terms may be construed to make Revv a party to any document processed through Revv eSignature, and We make no representation or warranty regarding the transactions sought to be affected by any document generated as Customer Content within the meaning of these Terms;
Revv is not responsible or liable to determine whether any particular document is subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures;
Revv is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Revv is not responsible for or liable to produce any of Your documents or other documents to any third parties;
You undertake to comply with all requirements imposed by law on such documents or their formation;
You agree that it is solely Your responsibility to examine the accuracy and appropriateness of instructions given by You and Your personnel to Revv in relation to the use of Revv eSignature, including without limitation instructions through Your Account.