These general terms and conditions (the “Agreement”) are a legal agreement between the applicable Revevol entity you are contracting with (Revevol France, company number 498959873, Revevol Italia Srl, company number 07332170963, or Revevol SARL company number B156475), which is defined as “Revevol”, and the person or entity agreeing to the terms herein (“Customer” or “you”). This Agreement governs duly executed order forms or statements of work for (a.) the provision of Revevol (and/or its Affiliates) services, products, and deliverables and/or (b.) the resale by Revevol (and/or its Affiliates, as the case may be) of Third Party Solutions (as such term is defined in article 5a) of this Agreement). Third Party Solutions, together with Revevol (and/or its Affiliates, as the case may be) services, products and deliverables, are defined as the “Services, Products and/or Deliverables”. By executing one or more order form(s) or statement(s) of work with Revevol which references this Agreement or by requesting or being otherwise provided Services, Products and/or Deliverables, delivered by Revevol in any manner whatsoever, you agree that you have read, understand, and consent to be bound by all of the terms and conditions contained herein to the exclusion of all other terms. For the purpose of this Agreement, “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with, any party of this Agreement.
(1) Confidential Information.
a. “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
b. Each party will: (a.) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information but no less that a reasonable care; and (b.) not disclose the Confidential Information, except to Affiliates, employees and agents (including those of Affiliates) who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this section.
c. Confidential Information does not include information that: (a.) the recipient of the Confidential Information already knew; (b.) becomes public through no fault of the recipient; (c.) was independently developed by the recipient; or (d.) was rightfully given to the recipient by another party.
d. Each party may disclose the other party’s Confidential Information when and to the extent required by law but only after it, if legally permissible: (a.) uses commercially reasonable efforts to notify the other party; and (b.) gives the other party the chance to challenge the disclosure.
(2) Intellectual Property Rights.
a. “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights, as well as materials, data, software, methods, know-how, trade secrets, ideas and concepts, techniques, templates and related intellectual property and its associated rights conceived, developed or reduced to practice before, during or after this Agreement.
b. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer’s data, and Revevol and its Affiliates own all Intellectual Property Rights in its methods, know-how and the services, products and deliverables provided under this Agreement. Revevol may provide similar services, products or deliverables to others.
(3) Effective date, Duration, Termination, Suspension.
a. Effective date. This Agreement shall be effective at the earlier of (i) the date of signature of the applicable order form or statement of work by Customer, or (ii) the date when the Services, Products and/or Deliverables (including any proof of concept or trial period) effectively start to be provided or used. Customer therefore acknowledges and agrees (a) that verbal authorization or instructions from Customer to commence any services shall be sufficient and shall have force and effect and (b) that any Services, Products and/or Deliverables performed or provided by Revevol (and/or its Affiliates, as the case may be) under such verbal authorization or instructions prior to execution of this Agreement and a corresponding statement of work shall be governed by this Agreement.
b. Duration. Unless terminated under Section (3).c. (Termination), this Agreement will be continuing for the duration set forth in the applicable order form or statement of work governed by it. Customer’s commitment is firm and definitive for this duration (including in case of multi-year commitments). In case of termination prior to the term end date, for any reason whatsoever, all fees indicated in the applicable order form will be due immediately.
c. Termination. Either party may terminate this Agreement, effective immediately without further notice, in the event that the other party materially breaches this Agreement and does not remedy such breach within thirty (30) calendar days (five (5) calendar days in the case of payment obligations) of the date on which the breaching party receives written notice of such breach. Either party may, but is under no obligation to, terminate this Agreement immediately by giving written notice to the other party in the event that the other party files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or if the other party discontinues or dissolves its business or if a receiver is appointed for the other party or for such party’s business and such receiver is not discharged within 60 days.
d. Suspension. In relation to Third Party Solutions, Customer acknowledges that third party provider may suspend or terminate access to the applicable Third Party Solution in accordance with the Third Party Terms and that neither Revevol, nor any of its Affiliates, shall be liable for such suspension or termination. Revevol will provide, circumstances permitting, any notice that it receives from third party provider in relation to such suspension or termination. In relation to Revevol’s Services, Products and/or Deliverables, Revevol may suspend performance immediately as of right (de plein droit) and on written notice, without Revevol obligation to refund any part of the fees already paid to Revevol, and without damages, if (i) Revevol in its reasonable discretion considers it necessary to do so to comply with any applicable law, or if (ii) any payment of fees is overdue.
e. Effects of Termination. If this Agreement, a statement of work, or an order form is terminated for any reasons, then (i) Revevol shall immediately stop working on any Revevol Services, Products and/or Deliverables that remain incomplete as of the effective date of termination under the applicable statement of work, or an order form; and/or (ii) Revevol shall immediately stop providing, and Customer shall immediately stop using and/or accessing, any Third Party Solution. Expiry or termination of this Agreement, a statement of work, or an order form is without prejudice to Customer’s obligation to pay for Services, Products or Deliverables listed in the applicable statement of work or order form.
f. Survival. Sections 1 (Confidential Information), 2 (Intellectual Property Rights), 3 (Effective date, Duration, Termination, Suspension), 4 (Payment), 5 (Reselling of Third Party Solutions), 6 (Warranty disclaimer, Indemnification and Limitation of Liability), 10 (Data Protection and privacy), 11 (Publicity), 12 (Governing Law) and 13 (Miscellaneous) will survive expiry or termination of this Agreement.
a. Payment. Customer shall pay to Revevol the fees and other compensation and expenses set forth in any order form or statement of work. Fees will be billed as per the terms of each order form or statement of work. Unless otherwise specified in the applicable order form or statement of work, fees are due thirty (30) days from the invoice date. Any dispute in relation to an invoice must be notified by Customer before the invoice due date. Customer’s obligation to pay all fees is non-cancellable and, except to the extent this Agreement explicitly states otherwise, Fees are non-refundable.
b. Overdue Payments. Fees will be overdue if not paid by the due date of the invoice. Without limiting any other remedies, Revevol may charge interest at three (3) times the applicable legal interest rate then in force, or the maximum rate allowed under applicable law, from the due date until the date of actual payment, whether before or after judgment, on any amount that is overdue under this Agreement. Revevol may also charge Customer for a lump sum compensation for recovery costs of forty (40) Euros, or any other amount incurred by Revevol in collecting unpaid or overdue amounts subject to justification. Late interests and recovery indemnity are due and payable by Customer as of right and without formalities.
c. Taxes. All fees are exclusive of all taxes, levies or duties, and Customer will be responsible for payment of such taxes, levies or duties, excluding only taxes based solely upon Revevol’s net income, net worth, asset value, property value, or employment (“Taxes”). Customer will pay Revevol the full amounts specified in the applicable order form or statement of work, without reduction for Taxes.
(5) Reselling of Third Party Solutions
a. Definition. For the purpose of this Agreement, Third Party Solution means the services, products and/or deliverables listed in the applicable order form and purchased by the Customer from Revevol, and made available by a third party provider, as may be modified by such third party provider from time to time. A non-exhaustive list of Third Party Solutions resold by Revevol is included in ANNEX 1.
b. Relation with third party provider. Customer represents and warrants that Customer (i) will accept and/or sign the terms and conditions and any special terms applicable to its and its end users’ access or use of any Third Party Solution (the “Third Party Terms”) before using such Third Party Solution, and (ii) will abide by the Third Party Terms. A non-exhaustive list of Third Party Terms applicable to Third Party Solutions is included in ANNEX 1. The links and/or content of these Third Party Terms may be subject to change by the relevant third parties. Customer acknowledges and agrees that Revevol may provide a copy of this Agreement to the relevant third party provider and must immediately notify such third party provider in writing if (i) Revevol becomes aware of any breach of the Third Party Terms by Customer; (ii) Revevol and Customer are unable to resolve a dispute between themselves with respect to the Third Party Solution within thirty (30) days after the dispute arising; or (iii) this Agreement is terminated or expires for any reason.
c. Assignment to third party provider. Customer acknowledges and agrees that upon third party provider’s request, Revevol may assign to such third party provider, the relevant portions of this Agreement that relates to the third party provider in the event (i) Revevol and Customer are unable to resolve a dispute between themselves with respect to the Third Party Solution within thirty (30) days after the third party provider is aware or made aware of such dispute, or (ii) termination of this Agreement or expiration for any reason and Customer continues to access and/or use the Third Party Solution after such termination or expiration. The Customer hereby expressly agrees to such assignment in advance. Such third party provider will have the right to charge the Customer directly for the Third Party Solution in such a case.
d. Transition. In case of termination or expiry of this Agreement for any reason, Customer will be solely responsible to take any and all timely measures necessary to ensure the transition of its data, content and/or projects.
e. Specific provisions related to order forms for the resale of Third Party Solutions:
(i) The order forms for the resale of Third Party Solutions shall provide the applicable third party products, services or deliverables ordered by Customer, the duration of Customer subscription, the applicable pricing conditions and any other specific conditions as necessary.
(ii) Customer’s commitment for the duration set forth in the applicable order form or statement of work is firm and definitive for such duration, including in case of multi-year commitments. Unless otherwise set forth in the applicable order form, in case of termination prior to the subscription end date for any reasons, all fees indicated in the applicable order form or statement of work will be due immediately.
(iii) Unless otherwise set forth in the applicable order form, any additional Third Party Solution’s licences ordered by Customer during a given term as defined by the applicable order form will be invoiced pro rata at the then-current list pricing, according to the number of months remaining until the end of such term, without being entitled to any free trial period or equivalent granted by third party provider or Revevol (if any).
(iv) Unless otherwise set forth in the applicable order form, the subscription term as defined by the applicable order form may be automatically renewed for a subscription term of twelve (12) months at the then-current third party supplier conditions, including currently available third party provider SKUs and corresponding list prices. Such conditions shall be communicated to Customer upon request and to the extent available to Revevol and Revevol is allowed to disclose them. If Customer does not want the subscription term to be automatically renewable, then Customer shall send a written notice of termination to Revevol at least sixty (60) days before the end of the current term.
(6) Warranty disclaimer, Indemnification and Limitation of Liability.
a. Warranty disclaimer. Revevol is not liable for the suitability, availability and characteristics of the Products, Services or Deliverables (including, for the avoidance of doubt, Third Party Solutions resold by Revevol). The Products, Services or Deliverables (including, for the avoidance of doubt, Third Party Solutions resold by Revevol) are provided on an “as is” basis, with any and all faults, and without any warranty or any representation of any kind (including in respect of delivery, conformity, hidden defects, correction of defects, performance). When applicable, physical delivery of the products shall be subject to the terms and conditions of the applicable delivery company (e.g. UPS, Fedex…). Any service credit from an SLA, if any, is the sole and exclusive liability of Revevol in the event service levels are not met. If the services relate to the support of Third Party Solutions, Revevol shall not be liable vis a vis the Customer for its use of the Third Party Solutions, their suitability, their delivery, any difficulty to access the Third Party Solutions or use them, or for damages the Customer may incur in connection with the use of the Third Party Solutions. Unless expressly stated in the applicable order form, Revevol does not provide support or maintenance on solutions or products provided by third parties. Customer is solely responsible to use the Third Party Solutions in compliance with the relevant documentation and policies of the third party provider. Customer represents and warrants that Revevol has not made, orally or in writing, any representation or warranties concerning these Third Party Solutions and that these Third Party Solutions are exclusively governed by separate license or purchasing agreements between such third party providers and Customer.
Customer shall indemnify, defend and hold Revevol, its Affiliates, its directors and officers, and its agents and employees (including those of its Affiliates), harmless from and against (i) any damages or expenses arising from or relating to the Customer’s failure to comply with the relevant policies and/or Third Party Terms of the solutions or products providers, (ii) any third party claim to the extent such claim arises from or relates to the Customer’s’ use of the Products, Services and/or Deliverables, (iii) any damages or expenses arising from or relating to the physical delivery or return of products ordered by the Customer, or (iv) any damages or expenses arising from or relating to the Customer’ data or their use by Revevol.
Revevol shall defend and pay Customer against Indemnified Liabilities in any third-party legal proceeding to the extent arising from an allegation that Customer’s use in accordance with this Agreement of any of the following infringes the third party’s Intellectual Property Rights: (a) Revevol deliverables (excluding any open source software); or (b) Revevol’ trademarks, logos, domain names, and other distinctive brand features. “Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs awarded in a final judgment against the indemnified part(ies) by a competent court.
c. Limitation of Liability. NEITHER REVEVOL (NOR ANY OF ITS AFFILIATES), NOR THE CUSTOMER (NOR THEIR RESPECTIVE EMPLOYEES OR AGENTS) WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST DATA, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. NONE OF THE AFOREMENTIONED PERSONS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN: (i) FOR CAUSES OF ACTION ARISING IN RELATION TO REVEVOL SERVICES, PRODUCTS OR DELIVERABLES, THE TOTAL AMOUNT OF FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION UNDER THE APPLICABLE SOW OR ORDER FORM WHICH GAVE RIGHT TO SUCH LIABILITY AND (ii), FOR ANY OTHER CAUSES OF ACTION (INCLUDING FOR THE AVOIDANCE OF DOUBT FOR CAUSES OF ACTION RELATED TO THIRD PARTY SOLUTIONS), 20% OF THE AMOUNT OF THE FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION UNDER THE APPLICABLE SOW OR ORDER FORM WHICH GAVE RIGHT TO SUCH LIABILITY. Neither Revevol (nor any of its Affiliates) should have any liability if their failure to provide any Third Party Solution is due to the applicable third party provider’s acts or omissions, provided Revevol has made its applicable payments to such third party provider for the Third Party Solution to be provided to the Customer.
d. Exceptions to Limitation of Liability. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to Customer’s failure to make the payments due and owing in the course of normal performance of this Agreement, Customer’s indemnifications, Customer’s breaches of confidentiality obligations, or violations of a party’s Intellectual Property Rights by the other party, all of which are uncapped.
(7) Customer cooperation.
Customer will provide reasonable and timely cooperation in connection with provision of the Services, Products and Deliverables, including providing any information and responses to questions reasonably requested by Revevol, providing access in general and to any third-party solutions as necessary, and ensuring that any information Customer provides is accurate in all material respects. If Customer’s failure to comply with the foregoing causes any breach of (including delay in) Revevol’s provision of the Services, Products and Deliverables, Revevol will not be liable for such breach and may charge additional reasonable fees or cancel any uncompleted services or deliverables by notifying Customer in writing. Customer acknowledges that order forms, statement of works, and more generally any information communicated by Revevol to Customer, are based on the assumption that Revevol receives timely cooperation from any third party providers, including but not limited to, third party’s good faith and timely provision to Revevol of any information and resources reasonably requested by Revevol in connection with the provision of the Services, Products and Deliverables. If a third party provider’s failure to comply with the foregoing causes any breach of (including delay in) Revevol’s provision of the Services, Products and/or Deliverables, neither Revevol (nor any of its Affiliates) will be liable for such breach.
(8) Project planning.
a. In relation to Services, project planning will be jointly discussed and agreed between both parties at the beginning of the project and set forth in the applicable order form or statement of work. If, for any reason, the project is put on hold for a period of time (the “Pause”), Revevol might reassign resources to other customers. When the project restarts, a new version of the plan, which will include sufficient time for Revevol to remobilize its resources, will have to be discussed and agreed between both parties. After the Pause, Revevol does not guarantee that the same resources who were engaged in the previous project phases will be assigned again to the project.
b. For time and material activities, in addition to 8.a: and If the Pause lasts for more than one (1) calendar month, the pricing conditions set forth in the initial proposal will be considered as expired and the then-current man-day list prices will apply when the project restarts.
c. For fixed price activities, in addition to 8.a: When the project is put on hold, Revevol will invoice the part of the activities that have been completed at the time of the hold, notwithstanding the payment schedule set forth in the proposal. If the Pause lasts for more than six (6) calendar months, services and deliverables shall be deemed delivered by Revevol and accepted by the Customer, and Revevol shall be able to terminate the Agreement and the applicable Order Form(s) and/or Statement(s) of Work, and to invoice the remaining part of the fixed price activities.
(9) Force Majeure.
Neither party will be liable for inadequate performance to the extent caused by causes or events beyond the reasonable control of either party including, but not limited to, labor disputes of any kind, acts of God, floods, fires, explosions or storms, war, any rule or action of any court, instrumentality or agency of federal or state or local government (“Force Majeure”). This does not apply to payment obligations.
(10) Data Protection and Privacy.
b. To the extent Revevol is required to process personal data on behalf of Customer to provide the Products, Services and/or Deliverables, the Data Processing Agreement available at this link is incorporated to and forms part of this Agreement: https://www.revevol.com/online-data-processing-agreement/
Revevol may (i) orally state that Customer is a Revevol customer and (ii) include Customer’s name or Customer trademarks, trade names, service marks or logos in a list of Revevol customers (whether in Revevol’s online or offline promotional materials). Customer may revoke Revevol’s right to use its trademarks, trade names, service marks or logos under this paragraph with written notice to Revevol and a reasonable period to stop the use.
(12) Governing Law.
a. If the Agreement is entered into by and between Customer and Revevol France, this Agreement is governed by French law, excluding that state’s choice of law rules. For any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts of Paris, France.
b. If the Agreement is entered into by and between Customer and Revevol S.à.r.l., this Agreement is governed by Luxembourg law, excluding that state’s choice of law rules. For any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts of Luxembourg, Luxembourg.
c. If the Agreement is entered into by and between Customer and Revevol Italia Srl., this Agreement is governed by Italian law, excluding that state’s choice of law rules. For any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts of Milan, Italy.
a. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect. In such an event the invalid provision shall be replaced by a provision which comes closest to the intended purpose of the unenforceable provision.
b. Contradicting provisions. The terms on any purchase order, confirmation, or similar document submitted by Customer to Revevol which are in contradiction with this Agreement will have no effect and are hereby rejected, except for order forms or other documents executed by both Customer and Revevol.
c. Subcontracting. Revevol may subcontract any of its obligations under this Agreement. In case of subcontracting, Revevol will remain liable for any subcontracted obligations.
d. Revevol may assign, transfer or dispose of all or any part of its rights and obligations under this Agreement at any time without notice. Customer may not assign, transfer or dispose of any rights or obligations under this Agreement without the prior written consent of Revevol.
Third Party Solutions, Third Party Providers and Third Party Terms
|Solutions de Tiers||Fournisseur Tiers||Conditions de Tiers|
|Google Workspace||Google LLC ou ses Affiliées||https://workspace.google.com/terms/2013/1/premier_terms.html|
|Chromebox for Meeting and Chrome OS||Google LLC ou ses Affiliées||https://www.google.com/intl/en/chrome/terms/chrome-for-meetings.html|
|Jamboard||Google LLC ou ses Affiliées||https://workspace.google.com/terms/jamboard.html|
|AppSheet||Google LLC ou ses Affiliées||https://www.appsheet.com/home/terms|
|Akorbi RunMyProcess||Akorbi RunMyProcess||https://www.runmyprocess.com/terms-of-use/|
|Workplace from Facebook||Facebook Ireland Limited ou ses Affiliées||https://www.workplace.com/legal/FB_Work_EnterpriseAgreement|
|Awesome Table||Talarian S.à.r.l.||https://awesome-table.com/terms-of-service|
|Form Publisher||Talarian S.à.r.l.||https://form-publisher.com/terms-of-service/|
|Yet Another Mail Merge||Talarian S.à.r.l.||https://yamm.com/terms-of-service|
|Harbor||Revevol Italia S.r.l||https://harbor.revevol.com/terms-of-service|