Terms and Conditions

These Terms & Conditions (these “Terms” and, collectively with all Order Forms (as defined below), this “Agreement”) constitute a legally binding agreement between the party accepting these Terms as set forth herein (“Customer”) and Reve Labs, Inc. dba Revv (“Revv”) and applies to Customer’s access and use of the Revv services described in the applicable Order Form (the “Services”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.  BY (I) MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH REVV THAT REFERENCE THESE TERMS & CONDITIONS OR (II) SUBMITTING AN ONLINE ORDER FORM VIA REVV’S STANDARD ONLINE PROCESS THAT IS ACCEPTED BY REVV (EACH, AN “Order Form”), CUSTOMER AGREEs TO BE BOUND BY THESE TERMS.  THE INDIVIDUAL WHO ENTERS INTO THIS AGREEMENT REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT.

Revv may make changes to these Terms. If Revv makes changes, Revv may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless Revv says otherwise in its notice, the amended Terms will be effective immediately, and Customer’s continued use of the Services after Revv provides such notice will confirm Customer’s acceptance of the changes. If Customer does not agree to the amended Terms, Customer must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between Customer and Revv arising prior to the date on which Revv posted the updated Terms incorporating such changes or otherwise notified Customer of such changes.

Last Updated: June 27, 2024

1. Access to the Services. Subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Revv grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Services described in such Order Form during the term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Revv’s applicable official user documentation (the “Documentation”).

2. Implementation. Subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Revv agrees to use commercially reasonable efforts to provide standard implementation services for the Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Services”). If Revv provides Implementation Services in excess of any agreed-upon hours estimate, or if Revv otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Revv at its then-current hourly rates for consultation.

3. Professional Services. Subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Revv agrees to provide any professional services described in such Order Form (“Professional Services”).

4. Fees; Payment. Customer will pay Revv the then applicable fees described in the Order Form for the Services, Implementation Services, and any Professional Services in accordance with the terms therein (the “Fees”).  If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Revv reserves the right to (i) change the Fees and/or applicable charges for existing Services, Implementation Services, and/or Professional Services at the end of the initial term or any renewal term set forth on the Order Form (provided, that subscription fees for any of the foregoing will not increase by more than 5% annually) and (ii) institute new Fees and/or applicable charges for any new or additional Services, Implementation Services, and/or Professional Services (including, without limitation, new or updated features or functionalities of any of the foregoing), each upon prior notice to Customer (which may be sent by email). If Customer believes that Revv has billed Customer incorrectly, Customer must contact Revv no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Revv’s customer support department. Revv may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Revv thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Revv’s net income. 

5. Customer Intellectual Property and Data. For purposes of this Agreement, “Customer Materials” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Services. Customer shall retain all right, title and interest in and to the Customer Materials, including all intellectual property rights therein. Customer, not Revv, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Materials. Customer shall ensure (and is solely responsible for ensuring) that all notices have been given to, and all consents and permissions have been obtained from, individuals and others as are required, including under applicable privacy laws, for Revv to provide the Services and to use and disclose Customer Materials as contemplated by the Agreement.  Customer grants Revv and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Materials (including, without limitation, providing Customer Materials to applicable service providers and others) to (i) provide, support, monitor, analyze, and improve the Services and improve Revv’s other products and services, (ii) communicate with Customer about Customer’s account, (iii) comply with the law and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (iv) prevent fraud or misuse of the Services, (v) perform market research, (vi) conduct product research and improvement and development of products and services by Revv, and/or (vii) for any other lawful purpose. 

6. Revv Intellectual Property. As between the parties, Revv retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Revv for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Except as otherwise set forth in an Order Form, Customer may (but is not obligated to) provide suggestions, comments or other feedback to Revv with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Revv and Revv may freely use and exploit such Feedback. Notwithstanding anything else, Revv may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Revv resulting from the use or provision of the Services, including information derived from or based on Customer Materials (“Usage Data”) (i) to perform data analytics, (ii) to monitor, improve, and support the Services, (iii) to design, develop, and offer Revv products and services, and/or (iv) for any other lawful purpose. Revv owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Revv has no obligation to provide or make any Usage Data available to Customer.

7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Revv product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Revv may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. Customer is solely responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Materials onto the Services. Customer is solely responsible for (a) maintaining a level of security appropriate to the risk posed to Customer Materials by its use of the Services (b) securing the account authentication credentials, systems and devices Customer or its end users use to access the Services; and (c) maintaining its own backup copies of all Customer Materials. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data laws). Customer shall ensure that Customer Materials do not contain any sensitive personal data, including, without limitation (i) Social Security numbers or other government-issued identification numbers; (ii) credentials to any online or financial accounts; (iii) payment card information; (iv) tax return data; (v) “consumer reports” as defined under the Fair Credit Reporting Act; (vi) fingerprints, facial geometry, iris scans, voice prints or other information that constitutes biometric data, biometric information or biometric identifiers under privacy or data protection laws, (vii)  genetic information or information concerning health; (viii) information of children under 16 years of age; or (ix) information that constitutes “sensitive personal information” or “sensitive data” as defined in privacy or data protection laws.  Customer shall not use the Services in a manner that is harmful, deceptive, threatening, harassing or obscene or that violates any third-party intellectual property, contractual or other proprietary rights. Customer shall indemnify and hold Revv harmless against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from any violation of the foregoing or otherwise from Customer’s use of Services.

8. Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third-Party Services that are provided by Revv. Revv is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Customer is solely responsible for procuring all rights necessary for it to access Third-Party Services (including any Customer Materials or other information relating thereto) and for complying with any applicable terms or conditions thereof. Revv does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions.

9. Confidentiality. For purposes of this Agreement, “Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Revv’s Confidential Information includes technical or performance information about the Services, and Customer’s Confidential Information includes Customer Materials. Information on the Order is each party’s Confidential Information. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care. The recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided recipient remains responsible for their compliance with this section and they are bound to confidentiality obligations no less protective than this section. The foregoing confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.  Breach of this section may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies. 

10. Data Protection.  The parties agree to the terms of the Data Protection Addendum, which forms part of this Agreement. 

11. Term; Termination. Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the date of the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein or earlier terminated as provided in this Agreement, the term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the term set forth in such Order Form, and shall automatically renew for additional periods of the same duration as the term set forth in such Order Form unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Revv may suspend Customer’s access to the Services if Customer’s account is more than sixty (60) days past due. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability. Revv reserves the right to delete Customer Materials after the expiration or earlier termination of this Agreement and shall ensure Customer Materials are deleted no later than ninety (90) days thereafter, except that Revv may retain Customer Materials as required by law or in accordance with its standard backup or archiving practices.

12. Indemnification. Customer shall indemnify and hold Revv and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (i) Customer’s access to or use of the Services, (ii) Customer Materials, (iii) Customer’s breach or alleged breach of these Terms, and/or (iv) Customer’s infringement, misappropriation, or violation of any intellectual property rights, rights of publicity, privacy rights, or other rights of a third party (each, a “Claim”). Additionally, Customer will, at Revv’s sole election, defend Revv from any Claims. If Revv directs Customer to defend a Claim, then (a) Revv has the right to approve the counsel Customer selects to defend the Claim and (b) Rev may also have its own counsel participate in the defense and settlement of the Claim at Customer’s expense. Revv may also exclusively retain control of the defense of a Claim. Customer will not settle a Claim without Revv’s written consent.

13. Disclaimers. THE SERVICES, IMPLEMENTATION SERVICES (IF ANY), AND PROFESSIONAL SERVICES (IF ANY) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING: (I) REVV DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED; (II) REVV MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL PERFORM THE FUNCTIONS FOR WHICH THEY ARE INTENDED, E.G., IDENTIFYING BILLABLE ADAS PROCEDURE) OR ANY INFORMATION OR RESULTS OR OUTPUT OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES; AND (III) REVV ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) BY CUSTOMER OR ANY THIRD PARTY AS A RESULT OF CUSTOMER’S USE OF THE SERVICES OR ANY RESULTS OR OUTPUT THEREOF OR CONCLUSIONS DRAWN THEREFROM. CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 11 EXPRESSLY SUPERSEDE ANY STATEMENTS MADE BY REVV TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION, ANY STATEMENTS MADE WITH RESPECT TO PERFORMANCE OF THE SERVICES ON REVV’S WEBSITE OR OTHERWISE.

14. Limitation of Liability. IN NO EVENT SHALL EITHER REVV, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, REPUTATIONAL LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO REVV HEREUNDER IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY AND ASSOCIATED WITH THE SERVICES, IMPLEMENTATION SERVICES, OR PROFESSIONAL SERVICES PROVIDED. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 12 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

15. Free Trial. If Customer signed up for the Services under a free trial, the free trial expires on the last day of the free trial period specified in the Order Form. Unless Customer has terminated this Agreement on or prior to the last day of such free trial period, this Agreement shall continue in accordance with the terms of this Agreement and Revv may immediately charge Customer for the Services in accordance with the payments set forth under this Agreement. Additional free trial terms and conditions may appear on the Order Form or the free trial promotions page. Any such additional terms and conditions are hereby incorporated into this Agreement by reference and are legally binding. Customer may only sign up for one free trial. For clarity, the warranty disclaimers set forth in Section 11 and the limitations of damages and liability set forth in Section 12 apply to any free trials.

16. Governing Law; Binding Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. Subject to this Section 14, all disputes under this Agreement (“Disputes”) shall be arbitrated under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), including, if applicable, Supplementary Procedures for International Commercial Arbitration, in English at New York, New York, before one neutral arbitrator. Any issues about the arbitrability of a Dispute will be determined by the arbitrator. All documents and information relevant to the Dispute in the possession of any party shall be made available to the other party not later than sixty (60) days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The arbitrator shall have the power to require discovery of third parties (including testimony and documents) to the fullest extent allowed by federal law or the laws of the State of New York. The hearing may not exceed two days. The arbitrator’s award shall be rendered within 120 days of the demand. The arbitrator may award interim and final injunctive relief and other remedies, but may not award damages limited in Section 12 above whether under contract, tort, statute, or any other basis for liability unless they are required by statute as determined by the arbitrator. No class arbitration shall be allowed, but other parties may be joined as necessary to resolve the dispute. No time limit herein is jurisdictional. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding anything to the contrary in this paragraph, Revv may, at any time, bring court proceedings or claims against Customer for injunctive or equitable relief or regarding intellectual property rights in any competent court. In the case of contradiction between the provisions of this Section 14 and the Commercial Arbitration Rules of AAA, this Section shall prevail. The limitations on remedies described above may be deemed inoperative to the extent necessary to preserve the enforceability of the agreement to arbitrate. If any provision of this agreement to arbitrate is held invalid or unenforceable, it shall be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable.

17. Miscellaneous. This Agreement represents the entire agreement between Customer and Revv with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Revv with respect thereto. All notices to Revv must be sent to contact@revvhq.com and all notices to Customer must be sent to the email address set forth in the applicable Order Form, or in each case, at such other email address as may be given in writing by either party to the other in accordance with this Section. Notice will be treated as given on receipt, as confirmed by written or electronic records. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including without limitation the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer may not assign any of its rights or obligations hereunder without the Revv’s consent, whether by merger, operation of law, acquisition of equity or assets, change of control, or similar transaction, and any attempts to assign such rights or obligations in violation of the foregoing will be void. Revv may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Customer agrees to allow Revv to use and display Customer’s name and logo on Revv’s website and in Revv’s promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.​

18.   Revv may offer a referral program that allows existing customers to refer new customers in exchange for referral credits. The following terms apply to any such referral program: Revv reserves the right to invalidate any referral code at any time if it determines the code is being misused or was generated under fraudulent circumstances. Invalid codes will not confer any referral benefits. Referral codes become invalid when the referring customer's subscription ends or downgrades to a free plan. The referring customer must have an active paid subscription for their code to remain valid. Referral credits will not be applied to a referring customer's account until they upgrade to a paid subscription plan. Referral credits are processed from oldest to newest. Credits will only be applied in full amounts of $250 or $500 to the customer's invoice. Any remaining credit amounts less than those full credit values will be carried over to the next invoice. Revv reserves the right to refresh referral codes periodically, invalidating old codes and issuing new ones to eligible customers. Referral credits expire 6 months after issuance if not used. For monthly subscription plans, both the new and referring customer receive a $250 credit. For annual plans, both receive a $500 credit. Revv reserves the right to cancel, suspend, or change the terms of the referral program at any time. If the program is cancelled, previously issued referral credits will be honored for 6 months, subject to the other terms stated above.