Terms and Conditions
Version: July/21/2023
These Terms and Conditions (“Agreement”) govern the purchase of subscriptions or licenses to, and use of the Service, and is a contract between Rever, Inc (“Rever”) and you or the entity or organization that you represent.
If you are an individual using the Service, all references to “Customer” are to you and you represent that you are at least 18 years of age and that you have the right, power and authority to enter into this Agreement. If you are using the Service on behalf of an entity or organization that you represent or that you work for, all references to “Customer” are to that entity or organization and you represent and warrant that you are at least 18 years of age, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.
Unless you have a signed version of this Agreement with an effective date before August 2023 that hasn’t expired, this agreement becomes binding and effective on Customer upon the earliest date of (1) when you access or use the Service, (2) when you create an account with the Service, or (3) when you sign an Order with Rever.
- ACCESS AND USE
1.1 Subject to the terms of this Agreement, Rever will use commercially reasonable efforts to provide the services identified in the Order (“Order”), including access to Rever’s web-based services identified in the applicable Order (the “Services”), by the number of Customer’s employees or contractors authorized by such applicable Order (each an “Authorized User”).
1.2 Subject to the terms and conditions of this Agreement, Rever hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license, during the applicable Order Term, for each Authorized User to install or access such Software on any number of devices controlled by such Authorized User and operate the Software in accordance with all applicable documentation and the restrictions set forth in this Agreement.
1.3 As part of the registration process, Customer will identify an administrative user account by providing a name and password. Rever reserves the right to refuse registration of or cancel a user account it deems in violation of this Agreement or applicable policies.
1.4 Subject to Customer’s timely payment of all applicable fees, Rever will use commercially reasonable efforts to provide to Customer the implementation services, if any, identified in an Order (“Implementation Services”).
- CUSTOMER’S RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, the Software, or any software, application, documentation or data related to the Services (collectively, the “Rever Technology”); (b) in any way modify, translate, or create derivative works based on the Rever Technology (except to the extent expressly permitted or authorized by Rever); (c) sell, sublicense, transfer any rights in, or use the Rever Technology in benefit of a third party; or (d) remove any property notices or labels from the Rever Technology; (e) use the service to send or store Malicious Code; (j) use or permit others to use the Services in violation of any laws.
2.2 Customer may not in any way export or allow the export or re-export or transfer of the Rever Technology or anything related thereto in violation of any restrictions, laws or regulations of the United States including sanctions and regulations administered by the Office of Foreign Assets Control.
2.3 Any use, including the modification, reproduction, release, performance, display, or disclosure or any other activity related to the Rever Technology will be solely governed by this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.4 Customer agrees that Customer, its employees or agents, will use the Rever Technology only in compliance with this Agreement, the applicable laws and regulations, and Rever’s policies (“Policies”).
2.5 Customer agrees to be held responsible and indemnify Rever for any damage, liability or loss due to any claim or alleged violation due to the Customer’s use of Rever Technology.
2.6 Customer acknowledges that Rever may include in its Rever Technology the functionality to track the number of active Authorized User identifications and to disallow use by more than the authorized number of users.
2.7 Customer may have only as many user accounts and related user identifications in use as the number of users specified in the applicable Order.
2.8 Customer acknowledges that user identifications and passwords cannot be shared or used by more than one user.
2.9 Customer is responsible for all activities that occur under Customer’s user accounts. Customer will prevent unauthorized access to, or use of, the Rever Technology, and will promptly notify Rever of any known unauthorized use.
2.10 Customer will ensure that all users given access to the Rever Technology have the right to access the information and data made accessible to them by Customer through the Rever Technology.
2.11 Customer will be responsible for obtaining and maintaining any equipment necessary to connect, access or otherwise use the Rever Technology, including without limitation, equipment related to hardware, modems, Wi-Fi routers, servers, computers, tablets, smartphones, devices and operating systems (collectively, “Equipment”). Customer will also be responsible for maintaining the security of the Equipment and all accounts, passwords, files and access codes at all times.
- AVAILABILITY
3.1 Rever commits to make the Services Available as described in the Rever’s Service Level Agreement available at https://reverscore.com/legal/service-level-agreement except for (a) scheduled downtime, (b) scheduled maintenance or for (c) unscheduled emergency maintenance, either by Rever or by third-party providers, and (d) any unavailability caused by circumstances beyond Rever’s reasonable control, such as act of god or problems due to Rever providers’ failures.
- SUPPORT
4.1 Rever will provide Support to Authorized Users as described in Rever’s Support Policy available at https://reverscore.com/legal/support-policy
- IMPROVEMENTS
5.1 During the Order Term, Rever will grant Customer access to any improvements that Rever makes commercially available to other customers.
- CONFIDENTIALITY
6.1 Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information will not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information, as shown by documents and other competent evidence in the Receiving Party’s possession.
6.2 The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information; and (b) not to use or disclose to any third person any such Proprietary Information except in performance of the Services or as otherwise permitted herein. The Disclosing Party agrees that the foregoing will not apply with respect to any information after 5 years following its disclosure, except for personally identifiable information which shall be kept confidential as long as required by applicable law and trade secret information that shall be kept confidential indefinitely.
6.3 The Receiving Party may disclose the Proprietary Information to its affiliates or their respective officers, directors, employees, agents, advisors, and consultants on a need-to-know basis, who shall be informed of the confidential nature of such information. If the Receiving Party shares Proprietary Information of the Disclosing Party with other companies within its group, it shall ensure that such other companies shall be subject to the same confidentiality obligations contained herein.
6.4 Personally identifiable information may be disclosed by Customer to Rever and processed by Rever on behalf of Customer. Rever will process, use and disclose Customer Personal Identifiable Information in accordance with applicable laws and solely for the purpose of providing the Services to Customer. Customer represents and warrants to Rever that, in respect to Personal Identifiable Information, Customer has the necessary authority, license or consent to provide Customer Personal Data, has complied with all applicable laws and regulations, for the transmission of Customer Personal Data to Rever for the purposes of the Services and this Agreement.
- OWNERSHIP
7.1 Customer owns all right, title and interest in and to the non-public data provided by Customer to Rever to enable the provision of the Service (“Customer Data”). Customer Data is Proprietary Information of Customer.
7.2 Rever owns and retains all right, title and interest in and to: (a) Rever Technology, all improvements, enhancements, feedback or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the use of the Services, Implementation and Support; and (c) all intellectual property rights related to any of the foregoing. All Rever rights not expressly granted herein are reserved.
7.3 Customer grants Rever and its affiliates a worldwide, irrevocable, perpetual, royalty-free, non-transferable license: (a) to exploit without restriction all feedback regarding Rever Technology; (b) to use metadata, log information, and other information related to Customer’s use of the Service with the purpose to improve Rever’s products and services; and (c) to use all data made available to Rever by or on behalf of Customer, including Customer Data, to perform Rever’s obligations hereunder
- PAYMENT OF FEES
8.1 Customer will pay Rever all applicable fees for Services and Implementation Services (“Rever Service Fees”) in accordance with the terms set forth in the Order Form.
8.2 Rever will submit a corresponding invoice showing Services and Implementation Services fees and Customer will pay all undisputed fees within the Term of Payment established in the Order, following receipt of such invoice. Unpaid amounts are subject to a monthly finance charge of 1.5% (one point five percent) of any outstanding balance. Customer shall reimburse Rever for all reasonable costs incurred by Rever in collecting any late payments or interest, including reasonable attorneys’ fees.
8.3 Except as otherwise specified in an applicable Order Form, Rever will not need to receive a purchase order prior to issuance of an invoice, payment obligations are non-cancelable except as set forth herein, and fees paid are non-refundable.
8.4 If any fees owed by Customer under an applicable Order Form are 30 days or more overdue, Rever may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full. Rever will give Customer at least 10 days prior notice that its account is overdue by sending an email to administrators and through banners on its web service before suspending services to Customer. Rever will not exercise its rights regarding suspending the Services if Customer is disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.
- TAXES
9.1 All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and this Agreement, which shall be set forth on invoices (other than any Taxes on Rever’s income, revenues, gross receipts, personnel or assets). Without limiting the foregoing, all payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as required by law. If any such deduction or withholding (including cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
- PRICING ADJUSTMENTS
10.1 Rever may increase the pricing in effect at the end of the applicable Order Term for the Services.
- TERM AND TERMINATION
11.1 This Agreement will take effect on the Effective Date (“Date”) established in the Order Form and will remain in full force and effect until the last Order expires, unless terminated earlier in accordance with the terms hereof.
11.2 Rever may terminate any Order upon written notice to Customer is Customer fails to pay any amount due under the Order that is not disputed in good faith, and such failure continues more than 15 days after Rever’s delivery of written notice.
11.3 Either Party may terminate this Agreement upon 30 days notice if the other party materially breaches any of the terms or conditions of this Agreement, and such breach is uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
11.4 Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Orders and access to Rever Technology will automatically terminate; (b) Customer will pay in full for the Services up to and including the last day on which the Services are provided; (c) Customer has 30 days to request return of Customer Data, after which time, Rever will delete the data and have no further obligation to store or permit retrieval of such data.
11.5 Sections of this Agreement will survive termination: 2.1, 2.2, 6, 8, 9, and 14.
- AUTO-RENEWAL
12.1 Unless either Party takes a non-renewal action as described in section 13.2, Orders will automatically renew as a new order for additional periods of the same duration as the expiring Order Term (“Renewal Order Term”). Rever will give Customer notice by email on or around 30 days prior to the start of the Renewal Order Term. Failure of Customer to take a non-renewal action in a timely matter, shall be deemed to constitute consent to the Renewal Order Term and any applicable fee increase.
12.2 If Customer does not want to auto-renew, Customer must submit a request to their Rever Customer Success Representative at least 15 days before the expiration of the current Order Term.
- INDEMNITY
13.1 Rever agrees to defend or settle any claim, demand, suit or proceeding (“Action”) made or brought against Customer by a third-party alleging use of the Services as permitted under this Agreement infringes such third party’s Intellectual Property Rights. This indemnity will apply if Customer (a) gives prompt written notice to Rever of such Action; (b) gives Rever the assistance, authority and information that Rever may reasonably require to settle or oppose such Action; (c) does not admit any liability or agree to any settlement or compromise of an indemnified claim without the prior written consent of Rever; and (d) gives Rever the authority to proceed as contemplated herein. Customer may not settle or compromise such Action except with prior written consent of Rever. Rever will not be responsible for any settlement it does not approve in writing.
13.2 The foregoing indemnity obligation does not apply with respect to portions or components of the Services (a) not supplied by Rever, (b) made in whole or in part in accordance with Customer specifications (c) modified by Customer after delivered by Rever (d) combined with other product, processes, data or materials where the alleged infringement relates to such combination; (e) where Customer use of the Services is not materially in accordance with this Agreement. Rever may, at its option and expense (a) replace or modify the Services to be non-infringing; (b) obtain for Customer a license to continue using the Service; (c) if neither of the foregoing is commercially practicable, terminate the Agreement and Customer’s a prorated refund of any prepaid and unused fees for the Services.
- LIMITATION OF LIABILITY
14.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE, NEITHER PARTY’S CUMULATIVE, AGGREGATE AND TOTAL LIABILITY, INCLUDING ATTORNEYS’ FEES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY REVER FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
- DISCLAIMER OF WARRANTIES
15.1 THE REVER TECHNOLOGY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
15.2 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, REVER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE REVER TECHNOLOGY, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. REVER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE REVER TECHNOLOGY AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
15.3 REVER DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, CORRECTNESS, RELIABILITY, INTEGRITY, USEFULNESS, QUALITY, FITNESS FOR PURPOSE OR ORIGINALITY OF ANY OF THE FOREGOING CONTENT OR DATA, INCLUDING CUSTOMER DATA.
- PUBLICITY
16.1 Rever may include Customer’s name and logo in its lists of customers, its public website and other promotional material, in each case in accordance with any Customer brand guidelines to the extent available to Rever. Rever agrees to cease such uses of Customer’s name and logo within 30 days following Customer’s request submitted at legal@reverscore.com
- MISCELLANEOUS
17.1 Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. This agreement supersedes any confidentiality, non-disclosure, evaluation, trial or oral agreement previously entered by the Parties with respect to the Service.
17.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
17.3 This Agreement is not assignable, transferable or sub-licensable by either party, including by operation of law, except with the other party’s prior written consent.
17.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.
17.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
17.6 Both Parties agree that when allowed by the applicable laws, the present Agreement may be signed electronically. Likewise, the Parties agree the electronic signature will have the same legal effects as a handwritten signature for the purpose of the validity, enforceability and admissibility of this Agreement, in compliance with the applicable laws.
- NOTICE
18.1 Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, or 3 days after deposit in mail. Notices to Rever shall be sent to 1160 Battery St. STE 100, San Francisco, CA 94111-1233, United States with a copy to legal@reverscore.com
- GOVERNING LAW
19.1 This Agreement is governed by United States federal law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.
- CHANGE TO THIS AGREEMENT
20.1 Rever may modify this Agreement at any time by posting a new version at https://reverscore.com/legal/terms-and-conditions. Modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order Term hasn’t expired, the modifications will instead be effective immediately upon the start of the next Renewal Order Term. Any Order Term is subject to the version of the Agreement in effect at the time of the Order.