Terms and Conditions
Last review: December 20, 2022
General Conditions of Use of REVO SaaS Services
TABLE OF CONTENTS
General
Definitions
Process for procuring REVO SaaS Services and license to use the contracted software
Services
Obligations of the End Customer
Billing and payment
Taxes
Suspension of service
Confidentiality obligations
Advertising
Intellectual and industrial property rights
Term
Termination of the agreement
REVO representations and warranties
Technical support service
Indemnification
Possible breaches
Limitation of liabilities
Other Provisions
1. GENERAL
These General Terms and Conditions of Procurement (the “Agreement”) lay down the terms and conditions to which REVO Systems, S.L. (“REVO”), and the Entity (“End Customer”), who accepts the terms stipulated in this document, are bound. This Agreement will be effective as of the date on which the End Customer accepts the terms of this Agreement as set forth below (the “Service Start Date”). If you accept the Agreement on behalf of your company or another entity, you represent and warrant that (i) you have sufficient legal capacity to bind your company or such entity to this Agreement, (ii) you have read and understood this Agreement, and (iii) you accept this Agreement on behalf of the company you represent. If you do not have the legal capacity to agree to such a relationship, you may not enter into any part of the procurement process for the Services (the “Agreement”).
This Agreement governs the licensing for the software procured through a REVO Authorized Reseller and the End Customer’s access to and use of the Services (as set forth below).
Upon clicking the “LOG IN TO REVO” button and accessing the web back-office for the first time, a “REVO SaaS Registration” screen is displayed representing completion of the procurement process, where the End Customer must accept the General Terms and Conditions described herein, which govern the use of REVO’s online SaaS service, including components for mobile, offline or desktop devices. As part of the Set-up Fee, REVO will allow you to use an interface based on different desktop, tablet, web and/or mobile applications (the “REVO SaaS”), as well as data encryption, transmission, access and storage. Your registration or use of REVO SaaS implies your full acceptance of the terms and conditions described herein, which are also available at the URL address https://revo.works/en/terms-conditions, as well as REVO’s privacy policies included at the URL address https://revo.works/en/privacy-policy. The Service is offered in various editions and packages and their corresponding features may differ significantly. Consult your REVO Authorized Reseller to find out the differences between the various editions.
The End Customer must adhere to REVO’s recommended Technical Requirements (hardware and software) and it is the End Customer’s responsibility to ensure that these are fulfilled.
2. DEFINITIONS
• “End Customer Administrator” means the technical personnel designated by the End Customer who administers the Services to Users on behalf of the End Customer.
• “Content” means the audiovisual information, documents, software, products and services included or made available to the End Customer during the use of the Service.
• “End Customer Account” (standard) means accounts hosted by REVO and provided to End Customers through the Service in order to enable Users authorized by each End Customer to use the Service. Accounts can only be associated with one establishment and are non-transferable.
• “Master Account” means a special type of account that lets you manage the catalog of products, employees and other common elements from different establishments of the same group, from a single database, and replicate it for each point of sale, synchronizing the contents needed.
• “Big-Brother Account” means a special type of account that lets you access quickly the various accounts you want to manage using a single login.
• “End Customer Data” means any data owned by the End Customer, provided, generated, transmitted or displayed through the Services by the End Customer’s Administrator, including its email addresses for notifications.
• “Intellectual and/or industrial property rights” means any inventions, applications, patents, logo rights, copyrights, trademarks, service marks, trade names, trade names, domain name rights, design rights, creation rights and other trade secret rights, as well as all other intellectual and industrial property rights derived therefrom and all forms of protection of a similar nature anywhere in the world.
• “Email addresses for notifications” means the End Customer’s designated email addresses specified by the REVO Authorized Reseller on the Order Form, including the mandatory Primary (header) email address and the Communications email address, the former to receive responses to support tickets, and the latter to receive general notifications from REVO regarding updates, upgrades and significant new features of REVO SaaS products. If one of the email addresses is not stated, the one specified will be used for all purposes. The End Customer may change these email addresses by notifying its REVO Authorized Reseller.
• “REVO Authorized Reseller” means the type of distributor that has been selected by REVO according to certain criteria (sales network, experience, image, market expertise, etc.) to distribute its products in a certain area.
• “Service Start Date” means the date on which the Services are activated for the End Customer by REVO.
• “Procurement Formula” means the customary procurement formula to be replicated to the End Customer by the REVO Authorized Reseller in order to use REVO SaaS. This consists of the sum of an initial commitment fee, which includes the initial REVO cloud server configuration services and start-up work required to create and register each REVO SaaS account (Set-up Fee, one shot), plus a monthly maintenance fee which covers the updates, hosting and level II/III support required for it (SaaS Fee, monthly). Additionally, the REVO Authorized Reseller will have its own rates for all the additional value-added services that it can provide in complement to the REVO SaaS, for example: level I support, 24/7 service, consulting, training, installation, development of integrations via REVO API, for which it must be certified.
• “Amounts” means the amounts included in the invoices sent to the End Customer by the REVO Authorized Reseller for the Services, as described in the End Customer’s account.
• “Emergency Security Incident” means (a) the End Customer’s use of the Services in breach of this Agreement and could disrupt (i) the Services, (ii) another End Customer’s use of the Services or (iii) REVO’s network or servers used to render the Services, or (b) unauthorized access to the Services by a third party.
• “Confidential Information” means information disclosed by one party to the other party under this Agreement and which is marked as confidential or would normally be deemed confidential under the circumstances. Customer Data is deemed Customer Confidential Information.
• “Trademarks and Distinctive Titles” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand elements of each of the parties, respectively, protected from time to time by such party.
• “Order Form” means the Order Form that the REVO Authorized Reseller completes on behalf of the End Customer to register for the Services and which contains, among other information, (i) the account registration date, (ii) the End Customer’s and the applicable establishment’s Details and (iii) the Services plan that the End Customer is requesting.
• “License Period Activation Date” means the date from which the license to use the Service is requested to be granted to the End Customer in accordance with the Order Form filled out by the REVO Authorized Reseller.
• “Term” means the term of the Agreement, which will begin on the “Service Start Date” and continue until the earlier of (i) the end of the last “Term of the Service” or (ii) the termination of the Agreement as set forth herein.
• “Term of the Service” means the Service Start Period and all applicable Service renewal periods.
• “Service Start Period” means the applicable Service period commencing on the Service Start Date.
• “Technical Requirements” means the hardware features recommended by REVO that the End Customer must have in order to access and use the Services. The End Customer guarantees the upgrade of its systems in accordance with the evolution of the Technical Requirements.
• “REVO SaaS” means the “Software as a Service” offered by REVO.
• “Technical Support Service” means the technical assistance services provided by the REVO Authorized Reseller to the Customer’s Administrator and its respective Users during the Term of the Agreement.
• “Service(s)” means the Services provided by REVO and used by the End Customer under this Agreement. The Services include updates, hosting and support (level II / level III support to the REVO Authorized Reseller).
• “Third-party Request” means a request made by a third party for access to records relating to details on the use of the Services by a User. Third-party Requests may be: a legal search warrant, court order, subpoena, other legal order, or the User’s written consent permitting disclosure.
• “Suspension” means the immediate disabling of access to the Services, or components of the Services, where applicable, to prevent further use of the Services.
• “Technology” means all of REVO’s proprietary technologies including software, hardware, products, processes, algorithms, End Customer interfaces, know-how and procedures, techniques, designs and other tangible or intangible technical materials or information made available to the End Customer when providing the Service to the End Customer.
• “Separately Licensed Third-party Technology” means Third-party Technology that is licensed under Separate Terms and not pursuant to the provisions of these General Terms and Conditions.
• “User(s)” means the persons permitted by the End Customer to use the Services.
• “Administration/Setup Web Back-office” means the online (web) tool that REVO provides to the End Customer to manage the users authorized to use the REVO SaaS, their corresponding permissions, as well as all the tasks related to the administration/setup (customization) of the Services.
3. PROCESS FOR PROCURING REVO SaaS SERVICES AND LICENSE TO USE THE CONTRACTED SOFTWARE
In general, the development of Software integrations will be performed by the REVO Authorized Reseller with whom the Order Form has been previously signed, pursuant to the terms and conditions set forth in such document. Furthermore, the Software license purchased from the REVO Authorized Reseller may be installed and configured by you, at your own risk, assuming any damages that may arise from such action.
REVO hereby grants a non-transferable, non-exclusive license to use the Service to the End Customer, who accepts it. The End Customer may only use the Service for the establishment initially indicated on the Order Form, subject to a specific tax ID (NIF), and for business use only, all in accordance with the terms and conditions set forth herein. All rights not expressly granted in this Agreement are reserved to REVO.
4. SERVICES
Description of the services
REVO makes available to the End Customer under a SaaS formula, a set of management services, namely Revo XEF and Revo RETAIL, two comprehensive point of sale management programs, one for foodservice establishments and the other for retail businesses, which operate in the cloud under the iOS mobile operating system, in this case, through iPad/iPhone devices for operational management at the establishment and through a web back-office for the business’ administration. For this purpose, proprietary complementary technology (REVO satellite applications) and Separately Licensed Third-party Technology, such as the iOS mobile operating system, are also used.
By entering into this Agreement, and if the End Customer has previously accepted it, the End Customer may receive from REVO periodic electronic marketing communications and communications related to other services that may be provided by REVO from time to time. The End Customer may notify REVO, at any time and by sending an email to IB_dpo@cegid.com, of its desire not to receive such communications.
Amendments
REVO may make reasonable changes to the Services from time to time. In the event of a material change to the Services, REVO must give prior notice to the relevant REVO Authorized Reseller, who, in the same way, must notify the End Customer.
5. OBLIGATIONS OF THE END CUSTOMER
Fulfillment of the Agreement
The End Customer hereby agrees to use the Service in accordance with the terms and conditions set forth in this document. REVO may offer, as it deems appropriate, additional solutions (applications), features or functions through the Service, the use of which may be subject to additional terms and conditions to be accepted by the End Customer.
Terms and conditions of use and limits
The End Customer will comply with the terms of use and limits relating to the use of the Service established by REVO from time to time, including, but not limited to: (i) REVO’s technical requirements and implementation requirements; (ii) REVO’s brand treatment guidelines for the Service; (iii) terms of use and data protection and privacy policy for all REVO web back-offices; and (iv) REVO’s data-protection-related requirements.
Permitted use and restrictions on use
The End Customer agrees to use the Service solely in accordance with applicable law and in accordance with this Agreement and any applicable policies or guidelines. Similarly, the End Customer agrees not to engage in any activity that interferes with the Service or the servers or networks connected to the Service or that disrupts the Service. The use of certain specific REVO services by the End Customer’s own customers will be governed not only by this Agreement, but also by the End Customer’s specific policies or guidelines (e.g., Personal Data Protection), which must be in accordance with the applicable regulations in force in each case. The End Customer will provide such policies or guidelines to REVO, where applicable, in order that REVO may incorporate them into the relevant process within its applications, so that its own customers may access and validate them when registering for or accessing the services in question. Such policies and guidelines will be deemed to be incorporated into this Agreement, which is validated upon acceptance by the End Customer.
Unless specifically agreed to in writing by REVO, the End Customer may not take any of the actions described below. Similarly, the End Customer must make all reasonable efforts to ensure that no third party takes any actions including but not limited to: (i) modifying, displaying, adapting, translating, lending, distributing, preparing derivative works of, decompiling, reverse engineering, disassembling or attempting to derive the source code of the Software; (ii) publishing, redistributing, sublicensing or selling the Software or any information or material related to the Software; (iii) renting, leasing or otherwise transferring any rights on the Software; (iv) using the Software in any manner that could damage, disable, overburden, or impair the Software, or using the Software in any manner that could interfere with any third party’s use and enjoyment of the Software; (v) removing, obscuring or altering any copyright, trademark or other proprietary rights notices contained in the Software; (vi) sending spam or duplicative or unwanted messages that violate applicable laws; (vii) sending or storing unlawful, obscene, threatening, libelous, defamatory, illegal or offensive material, including material that is harmful to children or that infringes the privacy rights of others; (viii) sending or storing material that contains software containing viruses, worms, Trojan horses or harmful computer code, files, scripts, agents or programs; (ix) interfering with or affecting the integrity or performance of the Service or the data it contains; or (x) attempting to gain unauthorized access to the Service or related systems or networks; (xi) using the Software to commit any crime, such as tax evasion.
Administration of the Service by the Customer, unauthorized use and security breaches
The End Customer will receive a username and password to be used for User Account administration purposes. For security reasons, it is important that the End Customer changes its password after logging in to the back-office for the first time, which can be done in the section Manage Account / Change Password. The End Customer is responsible for maintaining the confidentiality of its password and account by designating the employees who will be authorized to access the account and limiting the scope of such authorization to the performance of their duties under this Agreement and for all activities conducted in connection with the End Customer’s account. Similarly, in order to limit the operational scope of each authorization, the End Customer has the option to manage permissions in the web back-office.
The End Customer agrees to immediately notify REVO of any unauthorized use of or access to the Service, the End Customer’s password or account or any other breach of security. The End Customer will make all reasonable efforts to prevent unauthorized use of the Service and to terminate unauthorized use. The End Customer will immediately inform REVO of any unauthorized use of or access to the Service of which it becomes aware. REVO cannot and will not be liable for any loss or damage arising from the End Customer’s failure to comply with the security obligations. The End Customer acknowledges and agrees that REVO will not be liable in any manner or under any circumstances for any acts or omissions by the End Customer, any User or any Third Party, including damages of any kind, resulting from such acts or omissions.
Consent to the use of data
The End Customer’s Administrator may have the ability to access, monitor, use or disclose the data available to Users within the latter’s accounts, with the End Customer being the data controller of the Users’ data.
The End Customer warrants that it is able to and will comply with all obligations arising from its status as Data Controller, in particular and without limitation, it undertakes to obtain the consent of the Users to allow (i) the End Customer to access, monitor, use or disclose such data, and for REVO to provide the End Customer with the ability to do so, and to allow (ii) the provision of the Service by REVO.
Conditions applicable to the User
The End Customer acknowledges that it will be responsible for all activity that occurs in its End Customer account and that its Users are subject to the terms related to each of the components of the Service.
In the event that the End Customer becomes aware of any breach of the applicable terms of Service or policy by a User, the End Customer agrees to (i) notify REVO as soon as possible, (ii) immediately suspend or terminate such User’s account unless REVO consents otherwise in writing (including by email). At the request of REVO, the End Customer will immediately suspend or terminate any User Account or Administrator access to the Service in response to a breach of the applicable terms of use or policy by a User or Administrator. REVO reserves the right, at its sole discretion, to suspend or terminate the End Customer Account of any User.
Account information and data
REVO does not own any information or material submitted by the End Customer to the Service during its use. The Customer, and not REVO, will be solely responsible for the accuracy, quality, completeness, legality, reliability, suitability and intellectual and/or industrial property rights in the use of all Customer Data, and REVO will not be liable for any erasure, correction, destruction, damage, loss or error arising during the storage of Customer Data.
Upon termination of the Agreement, even if the account is consequently disabled, the End Customer will have six (6) years of access to the information in its web back-office, as required by law regarding the mandatory time period for the storage of invoices and accounting documents.
Interaction with third parties
During the use of the Service, the End Customer may share correspondence, purchase goods or services or participate in promotions, prize draws etc. with other advertisers or sponsors who display their goods and/or services through the Service.
Any such activities and any conditions, representations or warranties associated with such activities are solely between the End Customer and such third parties. REVO and its REVO Authorized Resellers have no responsibility or liability for any such correspondence, procurement or promotion between the End Customer and such third parties.
REVO does not endorse any internet website accessed through the Service. REVO provides these links to the End Customer as a convenience to the End Customer and in no event will REVO or REVO Authorized Resellers be liable for the content, products or other materials available at such links.
REVO provides the Service to the End Customer in accordance with the terms of this Agreement. However, the End Customer acknowledges that other providers of additional software, hardware or services may require the End Customer’s acceptance of a different or additional license or other terms before being able to use or access such software, hardware or services.
6. BILLING AND PAYMENT
Free trial periods
In procurement for which initial free trial periods, never exceeding 30 days, are applied, no charge will be made for the duration of the trial period. If the End Customer decides to cancel the Service before the end of the trial period, no charge will be made.
Payment and payment methods
All payments and payment methods will be agreed between the End Customer and the relevant REVO Authorized Reseller, according to the Services agreed and reflected in the Order Form submitted to REVO.
The End Customer will pay for the REVO Services indicated on the Order Form using the payment method agreed with the REVO Authorized Reseller.
Payment obligations cannot be canceled and REVO cannot refund amounts paid. The End Customer is responsible for paying all requested Set-up Fees, as well as the SaaS maintenance fee, and failure to do so would be grounds for deactivation of its account.
Invoices
The End Customer will receive an invoice by email or regular mail from the REVO Authorized Reseller as justification of the Service provided and the corresponding amounts to be paid.
The End Customer agrees to provide complete and accurate billing and contact information to the REVO Authorized Reseller. This information includes the Name and Trade Name of the company, the SEPA or credit card number (where applicable), or any other information necessary for the payment to be effective, as well as the postal address, email address, name and telephone number of an authorized billing contact, the intra-community value added tax identification number (where applicable) and details of the Administrator. In order for the account to be activated, the REVO Authorized Reseller communicates all these data to REVO through the Order Form, with the exception of those relating to the payment method, regarding which the End Customer is informed and in agreement.
The End Customer agrees to update this information within ten (10) days of any changes. If the contact information provided is false or fraudulent, REVO reserves the right to terminate access to the Service, as well as to take any other legal action it deems appropriate.
If the End Customer believes that its invoice is not correct, it must contact its REVO Authorized Reseller in writing, within a maximum period of fifteen (15) days from the date of such invoice, in order to receive a rectification or credit.
The monthly SaaS Fee for the first month of the Service of an End Customer account whose registration is requested between the 1st and 15th of the month, will be billable at 100% of its amount. For registrations requested between the 16th and 31st of the month, the fee for the first month of the Service will be 50%.
The monthly SaaS Fee for the last month of the Service of an End Customer account will be billed at 100% when the cancellation is requested between the 16th and 31st of the current month, and at 50% for cancellations requested between the 1st and 15th of the month.
In no case will the cancellation or deactivation of an account be billed retroactively.
Billable items of the Service
REVO SaaS means REVO software that, as a set of networked and cloud-based tools, is made available to the End Customer to directly implement the processes of the latter’s foodservice or retail business. REVO SaaS basically comprises the POS software and any satellite solutions or complementary applications that may be required.
The amount of the Set-up Fee (one shot) is conditional upon:
The version type of the POS software.
Satellite solutions as required.
The monthly amount corresponding to the SaaS Fee (per month) includes the sum of the following monthly maintenance fees (which include hosting and preventive/corrective and evolutionary maintenance—updates—of the software, as well as level II / level III support to the REVO Authorized Reseller):
The POS software.
The devices and printers that need to be supported as an extra, always including as an extra the KDS (Kitchen Display System) in a foodservice.
Satellite solutions.
The POS software versions
For the restaurant industry:
One version: it can support up to 1 device and 1 printer as standard (not KDS, not expandable). This version does not support integrations, smart cash register management, nor inventory/purchase management.
Basic version: it can support up to 1 device and 1 printer as standard, expandable to +1 printer.
Plus version: it can support up to 2 devices and 2 printers as standard, expandable to +2 devices +2 printers.
Pro version: it can support at least 4 devices and 4 printers, with unlimited scalability.
For retail:
Basic version: it can support up to 1 device and 1 printer as standard, with unlimited scalability.
Procuring a Master Account is subject to the condition that one of the accounts is a Pro version account. A Big-Brother Account is free of charge and has no billing conditions associated with it.
Complementary applications
The complementary applications are billable separately, except for those included as standard in the POS software.
Service modifications
Addition or deletion of new devices, printers and KDSs
The addition or deletion of additional devices, printers and KDSs requested by the End Customer Administrator will be subject to the conditions laid down by REVO. The End Customer may reduce the number of devices, printers or KDSs by notifying its REVO Authorized Reseller at least thirty (30) calendar days prior to the invoice date of the next billing period.
Upgrade/Downgrade or new Services
The End Customer may request its REVO Authorized Reseller an Upgrade/Downgrade of its current Services plan in order for the latter to pass on the request to REVO.
The following must be taken into account for this:
In the event of a Downgrade, the End Customer must inform its REVO Authorized Reseller at least thirty (30) days in advance, and the latter must inform REVO thereof as soon as possible, and the Downgrade will take effect in operational and billing terms as of the following billing period.
In the case of an Upgrade, it may be performed at any time, adjusting the billing for the month in proportion to the type of service procured.
The REVO Authorized Reseller must notify REVO (revo.orders@cegid.com) of any change affecting the Service in writing as soon as possible in order for such change to be implemented in time.
Special types of procurement
Revo TRANSFER
REVO will allow the use of the procurement method known as Revo TRANSFER and referred to as such in its Order Form. This procurement method is designed for businesses where:
A transfer takes place, resulting in a change of tax ID (CIF) of the business.
An active REVO license is in place.
They wish to continue holding the license.
In such cases, a new account will be activated from zero (any license acquired is personal and non-transferable), and the new holder will be able to take advantage of the best Set-up Fee conditions associated with this procurement method.
The incoming End Customer who wishes to apply this method will need the written consent of the outgoing End Customer who is ceasing its activity, the latter having to authorize the reuse of the Set-up Fee on the terms stated in these terms and conditions.
Revo SUBSCRIPTION
Although the usual REVO SaaS Procurement Formula is composed of a commitment fee (Set-up Fee / one shot) and a recurring maintenance fee (SaaS Fee / monthly), the End Customer may decide, when procuring the Services, to take advantage of the special Revo SUBSCRIPTION method, which consists of an alternative procurement formula composed solely of recurring maintenance fees (SaaS Fee / monthly) at a higher price.
Billing will always be per full month of 30 days (30) regardless of the number of days the service has been used.
Non-payment
REVO reserves the right to suspend or terminate this Agreement and, consequently, the End Customer’s access to the Service if the End Customer is in arrears with payments.
The End Customer will continue to be charged the applicable amounts by the REVO Authorized Reseller during any period of suspension due to non-payment.
If the End Customer or its REVO Authorized Reseller terminates this Agreement, the End Customer will be required to pay the outstanding balance on its account. The End Customer agrees that its REVO Authorized Reseller may charge the outstanding amounts in a manner to be agreed upon by them.
7. TAXES
The Amounts provided by the REVO Authorized Reseller do not include taxes, duties or other similar surcharges of any nature, including, but not limited to, value added, sales, use or withholding taxes, imposed by applicable law (collectively, “Taxes”). The End Customer will be responsible for payment of all Taxes in accordance with the terms of this Agreement and may not make payments for the Services net of Taxes.
8. SUSPENSION OF SERVICE
In addition to cancellation and definitive deactivation processes, accounts may be temporarily or definitively suspended for the following three reasons. In such cases, access to the web back-office (setup/administration panel) will be possible for the purpose of extracting reports and statistics, product additions/deletions, certain inventory management tasks, etc.
Suspension of User Accounts for breaches of obligations
Without prejudice to the provisions of Clause 13 of this Agreement, REVO reserves the right to suspend the Services in the event that the End Customer breaches the terms hereof, upon REVO’s request and if it has not taken the necessary steps to comply within ten (10) days.
Additionally, if REVO becomes aware of any breach of the agreement between the REVO Authorized Reseller and the End Customer, REVO may request the REVO Authorized Reseller to suspend the End Customer Account in question. In the event that the End Customer does not comply with such request from REVO, REVO may suspend the End Customer Account. The duration of any Suspension by REVO will be extended until the End Customer in question has rectified the breach causing the Suspension.
Suspension of User Accounts due to Emergency Security Incidents
If there is an Emergency Security Incident, REVO may proceed to automatically Suspend the use of the End Customer Account. The Suspension will be of the minimum duration and scope necessary in order to avoid or resolve the Emergency Security Incident. If, for any reason, REVO suspends an End Customer Account without giving prior notice to the End Customer, REVO will indicate the reason for the Suspension to the End Customer as soon as reasonably possible, if requested by the End Customer.
Suspension of User Accounts due to Seasonality reported in advance to the Authorized Reseller
The End Customer may temporarily suspend the payment of its monthly fee on account of seasonality—Revo SEASON procurement method—as provided in the Order Form. The suspension period will never be less than three (3) months or more than six (6) months, with only one (1) temporary deactivation per year being possible. A longer period of deactivation will be considered as definitive closing of business, and the corresponding REVO account will be definitively deactivated. The REVO Authorized Reseller must be notified of such temporary suspension at least fifteen (15) calendar days in advance, and the REVO Authorized Reseller must give notice to REVO as soon as possible. The temporary suspension will take effect in operational and billing terms as of the following billing period. REVO may consider and adopt other temporary deactivation measures only in cases of force majeure.
9. CONFIDENTIALITY OBLIGATIONS
Each party will (a) protect the Confidential Information of the other party with the same standard safeguards it uses to protect its own Confidential Information and (b) not disclose the Confidential Information, except to employees and representatives, only as necessary and only if they have agreed in writing to maintain the confidentiality obligations set forth in this Agreement. Each party (and all employees and representatives to whom Confidential Information has been disclosed) must use Confidential Information only to exercise its rights and perform its obligations under this Agreement, taking reasonable steps to protect it. Each party is responsible for the actions of its employees and representatives in breach of this clause.
Exceptions
Confidential Information does not include information (a) that is already known to the recipient, (b) that is made public through no responsibility of the recipient, (c) that is independently generated by the recipient, or (d) that is legitimately transmitted to the recipient by a third party.
Necessary disclosure
Each party may disclose the other party’s Confidential Information when required by law, but, if permitted by law, only after (a) making all reasonable efforts to inform the other party and (b) giving the other party an opportunity to object to the disclosure.
10. ADVERTISING
The End Customer agrees not to make any public announcement regarding the existence or contents of this Agreement without the prior written consent of REVO. REVO may (i) include the End Customer’s Trademarks and Distinctive Titles in presentations, marketing materials and customer lists, including, but not limited to, customer lists posted on REVO’s websites or in external presentations and screen shots of the Customer’s implementation of the Service without violating sensitive data protection, and (ii) issue a public announcement in connection with the End Customer’s implementation of its solutions. Upon the End Customer’s request, REVO will provide the End Customer with a sample of such announcement.
11. INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the content or to any intellectual and/or industrial property rights of the other party. In that regard, REVO owns all intellectual and/or industrial property rights to its software solutions made available through the SaaS formula, to its hardware solutions and its accessory equipment, as well as to its trademarks, patents and manufacturing molds for which it holds the industrial property rights.
REVO will retain ownership of all rights, titles and interests including, but not limited to, all intellectual and/or industrial property rights (as set forth below) related to its software solutions made available through the SaaS formula, its hardware solutions and its accessories, as well as any work or improvements derived therefrom, including, but not limited to, any software, hardware, technology, information, content, materials, guidelines and documentation. Neither the End Customer nor the REVO Authorized Reseller will acquire any right, title or interest therein, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein or in the REVO Agreement with the REVO Authorized Reseller will be deemed not to have been granted. REVO does not own the third party content used as part of the Service or in its solutions, including the content of communications appearing in the Service. The title and intellectual and/or industrial property rights of the content accessed through the Service belong to the owner of the content in question and may be protected by intellectual property or other applicable laws. The End Customer agrees not to perform or permit others to perform the following actions: (i) adapt, translate or modify the Software; (ii) decrypt, decompile, disassemble, reverse engineer or otherwise attempt to uncover the source or object code of the Software, except where such limitations are prohibited by applicable law; (iii) copy the Software; (iv) use the Service or solutions for high-risk activities; or (v) license, loan, sell, rent or lease the Service or solutions or any component thereof. Any third party source code included in each of the Service or solution applications may only be used in conjunction with such Service or solution application, the use of which will be subject to the terms and conditions of this Agreement.
It is prohibited to use, copy, transfer and modify the technology (including the intellectual and/or industrial property rights thereon) or any part thereof, except as expressly permitted in this Agreement.
Trademarks and Distinctive Titles
As per this Agreement, “Trademarks and Distinctive Titles” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand elements or industrial property of each of the parties, respectively, protected from time to time by such party. REVO may only display the End Customer’s Trademarks and Distinctive Titles that the latter has authorized and solely within the designated areas of the web pages of the service (the End Customer will authorize their use at the time it uploads its branded Elements to the Services). The End Customer can specify the nature of this usage from the account management area of the service. REVO may also display REVO Trademarks and Distinctive Titles wherever it indicates that the Services are provided by REVO. Neither party may display or use the Trademarks and Distinctive Titles of the other party beyond what is permitted under this Agreement without the prior written consent of the other party.
Except to the extent expressly stated in this Agreement, neither party will grant—nor the other party will acquire—any right, title or interest including, but not limited to, any implied license to any Trademark and Distinctive Title of the first party. All rights not expressly granted herein will be deemed not granted. All use of the End Customer’s Trademarks and Distinctive Titles by REVO will be for the benefit of the End Customer; and all use of REVO’s Trademarks and Distinctive Titles by the End Customer will be for the benefit of REVO. The End Customer will not infringe or assist others to infringe REVO’s Trademarks and Distinctive Titles or the registration thereof, nor will the End Customer attempt to register REVO’s Trademarks and Distinctive Titles or domain names that closely resemble REVO’s and are likely to be misleading.
Limitation on the use of Trademarks and Distinctive Titles
The parties may revoke each other’s right to use their Trademarks and Distinctive Titles under this Agreement by giving written notice to the other party which, in turn, will immediately cease such use.
12. TERM
Term of the Terms and Conditions of the Services
These Terms and Conditions will be valid for the entire Term of the Agreement. REVO will provide Service to the End Customer throughout the Term of the Agreement.
Service renewal and cancellation
At the end of the Term, the Service will be automatically renewed for a period of equal duration to the previous Term, and will be performed in the manner agreed upon with the REVO Authorized Reseller and at the prices to be agreed upon.
The End Customer may, unilaterally, at any time and for any reason, decide not to continue with such automatic renewal of the Services after the end of the Term of the Service procured, for which it must notify its REVO Authorized Reseller by email with the advance notice stated in these Terms and Conditions in order for it to be applied to the next billing period.
Similarly, the End Customer may change the agreed capacities of the Service at any time by notifying its REVO Authorized Reseller no less than fifteen (15) calendar days prior to the next billing period, also by email, stating any request for a reduction or increase of the procured Service.
Price revisions
REVO may revise its prices for the next Term of the Services by sending an email to the Authorized Reseller at least thirty (30) days prior to the start of the Term of the Services for which the price revision applies, and this information must be passed on to the End Customer as soon as possible.
Returns and apportionment
Except as expressly provided herein, in no case will the Terms be prorated and no refunds will be made for amounts already paid by the End Customer.
13. TERMINATION OF THE AGREEMENT
The parties may terminate the relationship by notifying the other party in writing through their REVO Authorized Reseller at least thirty (30) calendar days prior to the invoice date of the next billing period. In any event, such termination will take effect upon the expiration of the License Period(s) then in effect.
In the case of free trials, which are effective for 30 days, notices issued through the Service that indicate the number of days remaining on the free trial constitute the notice of termination.
Any breach of the End Customer’s obligations under this Agreement, including, but not limited to, failure to pay for or unauthorized use of the REVO technology, software, hardware, product or the REVO Service, will constitute a material breach thereof. REVO, at its sole discretion, may suspend or terminate the End Customer’s credentials (username and password), account or use of the Service if the End Customer is in breach of this Agreement.
Termination due to a breach
Either party may suspend the Service or terminate the Service if (i) the other party is in material breach of this Agreement (as described in the preceding paragraph) and fails to remedy such breach within thirty days after receipt of written notice, (ii) the other party ceases business operations or becomes subject to insolvency proceedings and such proceedings are not withdrawn within ninety days, or (iii) the other party is in material breach of this Agreement more than twice, notwithstanding the remedying of such breaches.
Effects of termination
In the event of termination of this Agreement, (i) the rights granted by one party to the other will cease with immediate effect (unless otherwise provided in this clause), (ii) REVO will provide the End Customer with access to and the ability to request the export of Customer Data owned by the End Customer for a period of thirty (30) days and in accordance with REVO’s then-current pricing for the applicable Service, (iii) following a reasonable period of time, REVO will delete the Customer Data in accordance with then-current law, (iv) each party will promptly make all reasonable efforts to return or destroy any other Confidential Information of the other party, if requested, and (v) will not release the End Customer from payment of any Amounts due and not paid to the Authorized Reseller.
Similarly, REVO may terminate a free account at any time at its sole discretion.
14. REVO REPRESENTATIONS AND WARRANTIES
Representations and warranties
Each party represents that it has the legal capacity to enter into this Agreement. Each party warrants that it will comply with all laws and regulations applicable to the provision or use of the Services, where applicable. The End Customer warrants that it will comply with all laws, regulations and ordinances applicable to or relating to its use of the Service and that all information provided to REVO and the REVO Authorized Reseller is true and accurate.
Limited warranties
To the extent permitted by law, unless otherwise expressly stated herein, neither party makes any other warranty of any kind, implied or express, statutory or otherwise, including, but not limited to, warranties of marketability, fitness for a particular purpose and non-infringement. REVO is not liable for the content and information that may be accessed through the services.
The End Customer acknowledges and agrees that each of the services may have errors, defects and other problems that could result in a system failure. As a result, the service, including all content, software (including any updates or modifications thereto), functions, materials and information made available or accessed through the service, as well as any accompanying documentation, are provided on an “as is” basis, and any use of the service is at the sole risk of the End Customer. REVO and its licensors make no warranties of any kind, implied or express, statutory or otherwise, including, but not limited to, warranties of marketability, fitness for a particular purpose and non-infringement.
REVO assumes no liability whatsoever arising from the use of the service. REVO and its licensors make no representations regarding any content or information accessible through the service. REVO makes no representation that REVO, or any third party, will release updates or upgrades to the service. REVO does not warrant that the functions included in the service will be uninterrupted or error-free.
15. TECHNICAL SUPPORT SERVICE
The End Customer and the Customer’s Administrator may contact the technical support service provided by the REVO Authorized Reseller by sending direct email messages to the address agreed with the REVO Authorized Reseller or by opening an incident on the REVO support portal at the URL https://revoxef.works/account/tickets.
REVO will channel incoming tickets through the URL https://revoxef.works/account/tickets, assigning them to the End Customer’s REVO Authorized Reseller in order that it can respond to the incident.
16. INDEMNIFICATION
The End Customer must indemnify and hold harmless REVO and its Authorized Resellers, affiliates, group companies, suppliers, directors, shareholders, employees, collaborators and agents, from any claim or demand by a third party, in relation to (i) the End Customer Data, (ii) any infringement by the End Customer of a third party’s intellectual and/or industrial property Rights or (iii) a use of the Services by the End Customer or the User Administrator in breach of the terms and conditions of use set out in this Agreement.
The End Customer will be required to indemnify REVO and its Authorized Resellers against claims arising from any breach resulting from combining the Service with any other solution, service, hardware or business process.
Under no circumstances will REVO have any obligation or liability whatsoever, as set forth in this clause, arising from (i) use of the REVO-branded Services or Elements in a modified form or in combination with other materials not provided by REVO and (ii) content, information or data provided by REVO or other third parties.
17. POSSIBLE BREACHES
Repair, replacement or modification
If REVO reasonably suspects that the Service infringes the Intellectual Property Rights and/or Industrial Property Rights of a third party, REVO will (a) obtain authorization for use by the third party for the End Customer, at REVO’s expense, to continue using the Service, (b) provide a functionally equivalent replacement that does not infringe them, or (c) modify the Service to prevent the infringement from recurring.
Suspension or termination
If REVO deems the above options to be unreasonable, it may suspend or terminate use of the affected Service. If REVO terminates the affected Service, it must provide a pro rata refund of the unearned Amounts already paid by the End Customer applicable to the period following the termination of such Service.
18. LIMITATION OF LIABILITIES
REVO or its licensors will not be liable for any direct or indirect damages including, but not limited to, damages caused by interruption of use or loss of data or the presence of inaccurate or corrupted data, loss of profits or expense of procuring replacement goods or services, however caused, including, but not limited to, use, misuse, inability to use or interrupted use, or under any theory of liability including, but not limited to, contracts or grievances, and regardless of whether REVO knew or should have known or should have been advised of the possibility of such damages, regardless of whether any remedy specified in this Agreement fails in its essential purpose, or any claim alleging damages arising from errors, omissions or other inaccuracies in the service or the properties thereof. This limitation of liability will not apply to liability for death, personal injury or malicious actions to the extent that applicable law prohibits such limitation.
REVO assumes no liability for the consequences caused by interruptions in its Service, regardless of their origin, including but not limited to: abnormal operation of the software, iOS/Android system, infrastructure or hardware.
Similarly, REVO will not be liable for any consequences due to causes not attributable to it, or which are the result of events or circumstances beyond its control, including but not limited to: governmental action, fire, flood, pandemia, insurrection, earthquake, technical failure, riot, explosion, embargo, legal or illegal strike, shortage of personnel or material, interruption of transportation of any kind, delay in work, or any other circumstance of a similar nature that affects the Service in any way.
Limitation of indirect liabilities
Neither party will be liable for lost revenues or any consequential damages.
Limitation of the amount for liability
In no event will REVO be liable for payment of an amount in excess of what the customer has paid as provided in this Agreement during the six (6) months prior to the event that gave rise to the liability. REVO does not provide any warranty for the use of services that are not for a fee or during the use of the service during the trial period.
19. OTHER PROVISIONS
Amendment
REVO reserves the right to change or amend any of the terms and conditions contained in this Agreement, as well as any policies governing the Service, at any time by posting the terms and conditions on https://revo.works/en/terms-conditions or any other URL as REVO may provide. The End Customer is responsible for regularly checking for any updates to this Agreement. Any changes or amendments made to this Agreement will be binding (i) when both parties agree to them in writing, (ii) when the End Customer agrees online to update them, or if (iii) after REVO updates such terms and conditions, the End Customer continues to use the Service on an ongoing basis.
Communications
REVO and the End Customer agree to notify each other through the REVO Authorized Reseller of all incidents that occur during the term of the various services that may be procured, preferably and preceding any other means of communication, by email. The email of the REVO Authorized Reseller for these communications will be that expressly provided by said Authorized Reseller, and the email of the End Customer will be that provided in the service registration form at https://revoxef.works as well as in the Order Form in which different emails are requested depending on the communications to be made. The End Customer agrees to keep this email operational and to submit a request to its REVO Authorized Reseller to modify it in its user account if necessary in order to continue receiving communications. In any case, in the event of any urgent problem or failure in the previous communication, communications will be made by telephone, mail, courier or any other system suitable for the purpose for which it is intended. Notwithstanding the foregoing, the preferred means of communication will be by email, and REVO will be exempt from any liability that may arise from the failure to consult or possible errors in the email address provided by the End Customer. Each of the parties will be responsible for the custody and safekeeping of the copies of the communications made.
Assignment
The End Customer may not assign or transfer its contractual position, rights and obligations under this Agreement without the written consent of the REVO Authorized Reseller and REVO, and in any event the following must be fulfilled: (a) the transferee agrees in writing to be bound by the terms and conditions of this Agreement; and (b) the assigning party remains liable for its obligations under the General Terms and Conditions prior to such assignment. Any other attempt at assignment will be deemed null and void. The preceding clause will not be construed as limiting the End Customer’s rights with respect to Separately Licensed Third-party technology licensed under proprietary software, open source or similar license terms.
Force majeure
Neither party will be liable for any failure to perform the obligations set forth in this Agreement, provided that it is caused by a circumstance beyond the reasonable control of the other party, such as natural disasters, acts of war or terrorism, riots, labor disputes, governmental actions, and internet failures. This clause does not relieve the parties from the obligation to take reasonable steps to follow their normal disaster recovery procedures or from their obligation to pay for the Services.
Non-exercise of rights
Failure to enforce any provision of this Agreement will not be deemed a waiver thereof.
Divisibility of terms and conditions
If any provision of this Agreement is held to be unenforceable, the remaining provisions of this Agreement will remain in force and such provision will be replaced by a provision consistent with the intent and purpose of this Agreement.
Lack of representation
The contractual parties are independent and this Agreement does not constitute a representation, partnership or joint venture.
Applicable law and competent jurisdiction
This Agreement will be governed exclusively by the laws of Spain. The parties agree that any dispute arising in connection with this Agreement must be resolved solely and exclusively before the courts of Manresa, Barcelona province, Spain, unless otherwise required by law.
Amendments
Any amendment must be in writing and must expressly state that it is an amendment to this Agreement.
Validity
The following clauses will remain in force after the expiration or termination of the relationship: 4, 5, 8, 10, 13 and 17.
Standard form contract
This Agreement and all documents referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements on such subject matter. The terms and conditions contained in a URL and referred to in this Agreement are incorporated herein by this reference.
Interpretation of conflicting terms and conditions
In the event of a conflict between the documents comprising this Agreement, the hierarchy of authority of the documents will be, in : the Order Form, the Agreement and the terms and conditions included in the URLs provided. If the End Customer signs a physical agreement with REVO to receive the Services, such agreement will supersede this Agreement.
Duplicate
The parties may execute this Agreement in two counterparts, including by fax, PDF or other electronic copies, which together will constitute a single agreement.