These Terms and Conditions apply to services, products, and deliverables provided to Client by Revevol under a duly executed order form or statement of work, including, to the extent applicable, third party’s services, products, and deliverables.
(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 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. 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.
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 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, Client owns all Intellectual Property Rights in Client Data, and Revevol owns all Intellectual Property Rights in its methods, know-how and the services. Revevol may provide similar services to others.
(3) Limitation of Liability.
a. Limitation on Indirect Liability and Warranty. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST DATA, LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. Revevol is not liable for the suitability, availability and characteristics of the products, services or deliverables. The products, services or deliverables 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). Delivery of the products shall be subject to the terms and conditions of the applicable delivery company. 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 solutions or products provided by third parties, Revevol shall not be liable vis a vis the Client for its use of the solutions or products, their suitability, their delivery, any difficulty to access the solutions or use them, or for damages the Client may incur in connection with the use of the solutions or products. Unless expressly stated in the applicable order form, Revevol does not provide support on solutions or products provided by third parties. Client is solely responsible to use the solutions or products in compliance with the relevant documentation and policies of the solutions or products provider. Client represents and warrants that Revevol has not made, orally or in writing, any representation or warranties concerning these solutions or products and that these solutions or products are exclusively governed by separate license or purchasing agreements between such third party solution or product providers and Client. Client represents and warrants that Client (i) will accept and/or sign the terms and conditions and any special terms applicable to such third party solution or product (the “Third Party Terms”) before using such third party solution or product, and (ii) will abide by the Third Party Terms. The Client shall indemnify, defend and hold Revevol, its directors and officers, and its agents and employees, harmless from and against (i) any damages or expenses arising from or relating to the Client’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 Client’s’ use of the services, products or solutions, (iii) any damages or expenses arising from or relating to the delivery or return of products ordered by the Client, or (iv) any damages or expenses arising from or relating to the Client Data or their use by Revevol.
b. Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE TOTAL AMOUNT OF THE APPLICABLE SOW OR ORDER FORM WHICH GAVE RIGHT TO SUCH LIABILITY.
c. Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to indemnifications, Client’s breaches of confidentiality obligations or violations of a party’s Intellectual Property Rights by the other party, all of which are uncapped.
(4) Client Cooperation
Client will provide reasonable and timely cooperation in connection with Revevol’s performance of the services and delivery of the deliverables and products, 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 Client provides is accurate in all material respects. If Client’s failure to comply with the foregoing causes any breach of (including delay in) Revevol’s performance of the services or delivery of the deliverables or products, Revevol will not be liable for such delay and may charge additional reasonable fees or cancel any uncompleted services or deliverables by notifying Client in writing.
(5) Force Majeure
Except for payment obligations, 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”).
(6) Data Protection and privacy
To the extent Revevol is required to process personal data on behalf of Client to provide the services or products, the Data Processing Agreement available at this link is incorporated to and forms part of this Agreement: https://www.revevol.com/fr/online-data-processing-agreement/
Client grants to Revevol permission to use the Client’s logo on Revevol’s website and include Client’s name and logo in Revevol’s customer list.
(8) Governing Law
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.
a. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
b. Contradicting provisions. The terms on any purchase order, confirmation, or similar document submitted by Client to Revevol which are in contradiction with this Agreement will have no effect and are hereby rejected, except for order forms executed by both Client and Revevol.
c. Effective date. This Agreement shall be effective at the earlier between (i) the date of signature of the applicable order form or statement of work by Client, or (ii) the date when the services, products or deliverables (excluding any proof of concept or trial period) effectively start to be provided (with retroactive effect if (ii) takes place before (i)).
(10) Project planning
a. The project planning will be jointly discussed and agreed between both parties at the beginning of the project. If, for any reason, the project is put on hold for a period of time (the “Pause”), Revevol will reassign its resources to other customers. When the project restarts, a new version of the plan, which will include sufficient time for Rev nevol 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. In addition to a. and for time and material activities: If the project is put on hold for more than one (1) calendar month, the pricing conditions set forth in the initial proposal will be considered as expired and the applicable man-day list prices will apply when the project restarts.
c. In addition to a. and for fixed price activities: 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 interruption lasts for more than six (6) calendar months, Revevol will invoice the remaining part of the fixed price activities.