These Terms of Service (the “Agreement”) are entered into by and between RevInsight Inc. (“RevInsight”) and the entity or individual accepting these terms (“Customer”). This Agreement governs the Customer’s access to and use of the RevInsight platform and related services (the “Services”).
By clicking to accept or by accessing the Services, you: (i) represent that you are authorized to bind the Customer to this Agreement; (ii) acknowledge that you have read and understood the Agreement; and (iii) agree to be bound by its terms. If you do not agree to the terms, do not use or access the Services.
RevInsight will use commercially reasonable efforts to provide the Services to Customer in accordance with this Agreement.
Customer must create an Account to access the Services and is responsible for all information provided, password security, and activity under its Account. RevInsight may require designation of one or more administrative users through Admin settings. RevInsight has no obligation to provide multiple accounts, and it is not responsible for internal management or administration of End User access.
RevInsight may display Customer’s authorized Brand Features as uploaded through the Services, within designated areas visible to the Customer or End Users. RevInsight may also display its own branding to indicate service origin.
Optional third-party offerings or integrations may be enabled and are governed by separate terms. RevInsight assumes no responsibility for such third-party products unless expressly stated.
Customer may purchase additional End User accounts through separate Orders. Such accounts will have a pro-rated term ending on the last day of the current Order Term.
Customer is responsible for obtaining and maintaining any required equipment or software to access the Services, and for securing all credentials. RevInsight is not responsible for unauthorized access due to Customer’s failure to maintain such security.
Customer agrees to pay the applicable fees as described in the relevant Order. If Customer exceeds the service capacity outlined in the Order or incurs additional usage fees under this Agreement, such charges will be invoiced and payable. RevInsight reserves the right to update fees upon thirty (30) days’ prior notice at the end of a current term.
RevInsight may issue invoices for Services. Payment is due within thirty (30) days of invoice issuance. Late payments may accrue interest at 1.5% per month (or the maximum allowed by law), and may result in suspension or termination of Services. Customer is responsible for all applicable taxes except those based on RevInsight’s income. Billing disputes must be submitted within 60 days of the billing date.
This Agreement commences on the Effective Date and continues for the initial term as specified in the Order. It will automatically renew for successive equal periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the current term’s end.
Either party may terminate this Agreement for material breach with thirty (30) days’ written notice or immediately in the event of nonpayment.
Upon termination, Customer will pay for all Services rendered through the termination date. RevInsight will provide Customer Data for download for 30 days post-termination, after which it may delete such data. Sections of this Agreement that are intended to survive termination will remain in effect.
Customer represents and warrants that it and its End Users will use the Services in compliance with applicable laws and this Agreement. Customer must prevent unauthorized access and promptly report any breach to RevInsight. RevInsight may investigate suspected violations and suspend access where appropriate.
Customer agrees not to:
Each party (the “Receiving Party”) agrees to maintain the confidentiality of any non-public information provided by the other party (the “Disclosing Party”) in connection with this Agreement (“Proprietary Information”). The Receiving Party agrees not to disclose or use such Proprietary Information except as required to perform its obligations under this Agreement. These obligations shall not apply to information that: (a) is or becomes public without breach; (b) was known prior to receipt; (c) is disclosed by a third party lawfully; (d) is independently developed; or (e) is required to be disclosed by law or regulation.
Customer retains all rights, title, and interest in its data, including derivatives generated during service use. RevInsight retains all rights, title, and interest in the Services, Software, technology, and related IP developed before or during the term of this Agreement.
RevInsight may collect and analyze data related to use of the Services (including usage patterns, system metrics, and Customer Data derivatives) to improve service performance, conduct analytics, or develop new offerings. Any such use will be in aggregate or de-identified form.
RevInsight complies with the Digital Millennium Copyright Act (DMCA) and may terminate accounts of repeat infringers when required.
RevInsight will implement appropriate technical, administrative, and physical safeguards to protect Customer Data from unauthorized access, use, or disclosure. These measures include access controls and data encryption. RevInsight staff may only access Customer Data to provide the Services or address issues, or as expressly authorized in writing by Customer.
RevInsight may make commercially reasonable updates to the Services. Material changes that significantly affect Customer’s use of the Services will be communicated in advance if Customer has subscribed to such updates.
RevInsight may revise this Agreement. Any changes will become effective at the start of Customer’s next Order Term. Continued use after such time constitutes acceptance.
RevInsight will use reasonable efforts to maintain the Services in line with industry standards and provide support in a professional manner. However, the Services may occasionally be unavailable due to maintenance or circumstances beyond RevInsight’s control.
THE SERVICES ARE PROVIDED “AS IS.”
REVINSIGHT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
RevInsight will defend Customer against third-party claims alleging that the Services infringe intellectual property rights, provided Customer promptly notifies RevInsight and allows control of the defense. Remedies may include modifying the Services, securing a license, or terminating the Agreement with a refund. This obligation does not apply if claims arise from modifications, combination with third-party items, or Customer misuse.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVINSIGHT’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
REVINSIGHT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR EVENTS BEYOND ITS REASONABLE CONTROL.
If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect. Customer may not assign this Agreement without RevInsight’s written consent. RevInsight may assign its rights and obligations without restriction. This Agreement is governed by the laws of California, excluding its conflict of laws principles.
Any notices must be delivered in writing and will be deemed effective upon receipt by certified mail, overnight courier, or confirmed electronic communication. The parties agree to work in good faith toward a joint press release within 90 days of the Effective Date. Customer also agrees to serve as a reference account upon request.
Last Updated: October 2, 2024