LAST UPDATED: February 2025
1.1 Provision of Services. Revic AI will use commercially reasonable efforts to make the Services available for your access and use. The Order Form will specify the Services ordered and the applicable subscription term for the Services (“Subscription Term”). Revic AI provides all Services from locations of its choosing.
1.2 Users. You may grant your employees or contractors access to and authorize their use of the Services by supplying them with authentication credentials, including user identifications, passwords, and two-factor enablement (your “Users”). User access and authorization expires at the end of the Subscription Term. You are fully responsible for Users’ compliance with this Agreement, including all activities that occur under or through your or User accounts. You will prevent unauthorized or improper access to, or use of, the Services, and notify Revic AI promptly of any such unauthorized use.
1.3 Software License. If the Services ordered by you under an Order Form include a license to Revic AI’s proprietary software (the “Software”), Revic AI grants you a non-exclusive, non-transferable, non-assignable (except in accordance with Section 10.4) license, without right of sublicense, to install and use the Software during the applicable Subscription Term). By deploying the Software, you grant Revic AI permission to integrate the Services with your business systems by allowing: (a) you to select systems to which the Services will apply its analytics, and (b) Revic AI to track associated metrics, enabling Revic AI to report this data back to you and analyze it for optimization purposes.
1.4 Acceptable Use. You and your Users will use the Services (including the Software) solely for your internal business purposes in accordance with this Agreement and will access the Services only through the interfaces and protocols provided or authorized by Revic AI. You and your Users will comply with all applicable laws and regulations in using the Services.
1.5 Restrictions. You will not, and will ensure Users do not: (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; (b) to the maximum extent permitted by applicable law, reverse engineer, disassemble, or decompile, any part of the Services, (c) interfere with or disrupt the integrity or performance of the Services; (d) attempt to gain unauthorized access to the Services or its related systems or networks; (e) create Internet “links” to or from the Services, or “frame” or “mirror” any content or information provided to you by the Services, other than on Customer’s own intranets; or (f) modify or alter or create derivative works from the Services. You and your Users will not use the Services: (i) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (ii) to store unlawful content; or (iii) to introduce or propagate any potentially malicious software code, link, content or attachment or any other code, link, content, or attachment that was designed to, intended to, or that actually does: disrupt, disable, harm or otherwise impede the operation of, or provide unauthorized access to, any computer or other device; damages or destroys any data or file without consent; or gather personal information or request unwarranted payment through deceptive means.
1.6 Public Announcement. All press and media releases, public announcements, and public disclosures by either party relating to this Agreement shall be coordinated with and approved by both parties before release, with such consent not to be unreasonably conditioned, delayed, or withheld.
1.7 Changes to the Services. Revic AI has the right to change, modify, enhance, update or add to the Services and any aspect or feature thereof; provided that the Services specified in the applicable Order Form continue to be provided during the Subscription Term.
Revic AI's fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). You are responsible for paying all Taxes, excluding only taxes based on Revic AI’s income. If Revic AI has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you unless you provide Revic AI with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.1 Data Collection. In the course of providing the Services, Revic AI, Inc. ("Revic AI") may collect the following categories of data:
3.2 Customer Data Usage
You retain all rights, title, and interest in and to the Customer Data, except for the rights explicitly granted to Revic AI herein. Revic AI acknowledges that it has no ownership rights over your Customer Data.
3.3 Usage Data
By using the Services, you unconditionally and irrevocably assign to Revic AI all rights, title, and interest, including any intellectual property rights, in the Usage Data, to the extent permissible under applicable law.
3.4 Legal Compliance and Authority
You affirm that you possess the legal authority to provide the Customer Data and Usage Data to Revic AI, including all necessary rights, consents, and permissions from individuals whose information is included in the Data, in compliance with applicable data protection laws and regulations. You warrant that the collection, submission, and processing of the Data through Revic AI’s Services are in strict adherence to all relevant legal obligations, privacy standards, and consent requirements.
4.1 Revic AI Technology. Subject to the limited rights expressly granted hereunder, Revic AI reserves all of Revic AI’s and/or its licensors' right, title, and interest in and to the Services including, but not limited to, the Software, content, and all other technology, software, hardware, content, data, and information (other than the Customer Data) related thereto or provided in connection therewith and all intellectual property rights therein and related thereto (collectively, “Revic AI Technology”). Revic AI also owns and retains all rights in and to the Revic AI name, the Revic AI logo, the [Revic AI domain name], and the product and service names associated with the Service. Other than as expressly set forth in Section 1.3 above, no license or other rights in or to the Revic AI Technology or related intellectual property rights are granted to you or your Users.
4.2 Feedback. You agree that any and all suggestions for correction, change, and modification to the Services and other feedback, information, and reports that you provide to Revic AI (“Feedback”), are and will remain the property of Revic AI. We may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Revic AI all right, title, and interest (including without limitation all intellectual property rights) that you may have in and to all Feedback. At Revic AI’s request, you will execute any document, registration, or filing required to give effect to the foregoing assignment.
5.1 Confidential Information. During the term of this Agreement, each party, or its employees, consultants, or agents may receive information of the other party that is proprietary or confidential (“Confidential Information”). The Confidential Information of Revic AI includes, without limitation, all Services and Revic AI Technology and the terms and conditions of this Agreement. Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants, and agents who need to know such Confidential Information for the purposes of this Agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set forth in this Agreement. Each party will advise its employees, consultants, and agents of their responsibilities under this Agreement and will be responsible for any breach of this Section 5 by its employees, consultants, or agents. Confidential Information does not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; or (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality.
5.2 Exceptions. Either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (c) that subject to such disclosure, such disclosed materials will in all respects remain subject to the restrictions set forth in this Agreement. Confidential Information disclosed by Revic AI to you may be disclosed by you to law enforcement agencies solely for the purpose of safeguarding your property or data, and solely in accordance with the obligations set out in (a)-(c).
5.3 Remedies. The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this Section 5 regarding the other party’s Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this Section 5, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
6.1 Legal Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
6.2 Disclaimer. YOU ACKNOWLEDGE THAT THE REVIC AI TECHNOLOGY AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. REVIC AI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, OR SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7.1 Limitation of Liability. EXCEPT FOR REVIC AI’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, IN NO EVENT WILL REVIC AI’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU UNDER THE ORDER FORM GIVING RISE TO THE ACTION, DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. REVIC AI’S CUMULATIVE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 WILL NOT EXCEED FIVE TIMES (5X) THE FEES PAID UNDER THE ORDER FORM GIVING RISE TO THE CLAIM, NOT TO EXCEED ONE MILLION DOLLARS ($1,000,000).
7.2 Exclusion of Consequential and Related Damages. EXCEPT FOR REVIC AI’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, IN NO EVENT WILL REVIC AI BE LIABLE FOR ANY LOST REVENUES OR PROFITS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF REVIC AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.1 Indemnification by Revic AI. Subject to this Agreement, Revic AI will at its expense defend you against any claim made or brought against you by a third party alleging that the Services as provided to you infringe the intellectual property rights of a third party (each, a “Customer Claim”), and will pay any damages finally awarded by a court or agreed to by Revic AI in a settlement with respect to such Customer Claim, and any reasonable attorney’s fees incurred in investigating or defending such Customer Claim; provided, that you (a) promptly give written notice of the Customer Claim to Revic AI; (b) give Revic AI sole control of the defense and settlement of the Customer Claim (provided that Revic AI may not settle any claim unless it unconditionally releases you of all liability); and (c) provide to Revic AI, at Revic AI's cost, all reasonable assistance. Revic AI will have no obligation under this Section 8.1 or otherwise with respect to any claims that arise from or relate to (i) your misuse of the Services, (ii) modifications to the Services not performed by Revic AI, (iii) your failure to use updated or modified Services provided by Revic AI, or (iv) combination of the Services with materials not provided by Revic AI.
8.2 Indemnification by Customer. Subject to this Agreement, you will at your expense defend Revic AI against any claims made or brought against Revic AI by a third party arising from or related to your breach of this Agreement, your use of the Services in violation of this Agreement or applicable law, or your Users’ use of the Services (each, a “Revic AI Claim”) and will pay any damages finally awarded by a court or agreed to in a settlement, and any reasonable attorney’s fees incurred by Revic AI in investigating or defending such Revic AI Claim; provided, that Revic AI (a) promptly gives you written notice of the Revic AI Claim; (b) gives you sole control of the defense and settlement of the Revic AI Claim (provided that you may not settle any claim unless it unconditionally releases Revic AI of all liability); and (c) provides to you, at your cost, reasonable assistance.
9.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or have been terminated.
9.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and does not cure that breach within thirty (30) days after receipt of written notice of such breach.
9.3 Effect of Termination. Upon termination or expiration of this Agreement, all rights and subscriptions granted to you under this Agreement will immediately terminate, and you must cease all use of the Services and destroy all copies of Revic AI materials in your possession.
9.4 Survival. Sections 3 (Data Collection; Use), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Warranties & Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9.4 (Effect of Termination), and 10 (General Provisions) shall survive any termination or expiration of this Agreement.
10.1 Relationship of the Parties. The relationship between the parties is and shall be that of independent contractors. Nothing contained in this Agreement creates an employment, principal-agent relationship, or joint venture between Revic AI and you or your Users, and neither party shall have the right, power, or authority to obligate or bind the other to any third party.
10.2 Notices. All notices permitted or required to be given under this Agreement must be in writing and will be deemed given when personally delivered, or upon receipt if sent by facsimile or other electronic means (provided that delivery to the recipient is confirmed), or sent by express courier, to such addresses as the parties may provide to each other in writing from time to time. Notices to Revic AI will be addressed to the attention of its Chief Executive Officer. Notices to Customer will be addressed to the individual identified in the applicable Order Form.
10.3 Waiver; Cumulative Remedies; Severability. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
10.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section will be void and of no effect. This Agreement will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.
10.5 Force Majeure. Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the party's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (excluding failure to pay fees promptly in accordance with this Agreement).
10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts located in San Mateo, California.
10.7 Entire Agreement. This Agreement, including any completed Order Forms and any other documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Revic AI.