RevInsight System Terms of Service

Last modified: October 2, 2024

These RevInsight System Terms of Service (together, the "Agreement") are entered into by RevInsight Inc. ("RevInsight") and the entity or person agreeing to them ("Customer") and govern Customer's access to and use of the Services provided by RevInsight. This Agreement is effective when Customer clicks to accept it (the "Effective Date"). If you are accepting on behalf of the Customer, you represent and warrant that (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the Customer.

By viewing this document and clicking to accept it, you certify that you have read and reviewed this Agreement and that you agree to comply with its terms. If you do not want to be bound by the terms of this Agreement, you are advised to leave without accepting the terms. RevInsight only grants use and access of this its products and its services to those who have accepted its terms.

1) Services and support. Subject to the terms of this Agreement, RevInsight will use commercially reasonable efforts to provide Services to the Customer.

a) The Customer gets an Account in the RevInsight System based on the terms and conditions in the Order and in this Agreement. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. RevInsight has no obligation to provide multiple accounts to the Customer.

b) As part of the Account registration process, the Customer will identify an administrative user for the Customer’s RevInsight account. Customer may specify, through the Admin function, one or more administrative users who will have the right to use the Admin functions. The Customer is responsible for (a) maintaining the confidentiality and security of the End User Accounts and associated passwords and (b) any use of the End User Accounts. Customer agrees that RevInsight’s responsibilities do not extend to the internal management or administration of the Services for Customer or any End Users.

c) Using Brand Features Within the Services. RevInsight will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. RevInsight will display those Customer Brand Features within designated areas of the Services to Customer or its End Users. RevInsight may also display RevInsight Brand Features to indicate that the Services are provided by RevInsight.

d) Additional Products and Third-Party Offerings. Optional Additional Products and Third-Party Offerings may be available for use in conjunction with the Services and may be enabled or disabled through Admin functions. Any use of Additional Products is subject to the Additional Product Terms, which are incorporated by reference into the Agreement, and which may be updated by RevInsight from time to time. Any use of Third-Party Offerings is subject to separate terms and policies with the relevant service provider.

e) Customer may purchase additional End User Accounts during an Order Term by means of an additional Order. Such additional End User Accounts will have a pro-rated term ending on the last day of the applicable Order Term.

f) The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Account, passwords (including but not limited to administrative and user passwords), and for all uses of the Account or the Equipment with or without the Customer’s knowledge or consent.

2) Payment of fees

a) The Customer will pay RevInsight the then applicable fees described in the Order for the Services and Consulting Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. RevInsight reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email). If the Customer believes that RevInsight has billed incorrectly, the Customer must contact RevInsight no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to request an adjustment or credit. Inquiries should be directed to RevInsight’s customer support department.

b) RevInsight may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by RevInsight thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. The Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on RevInsight’s net income.

3) Term and Termination

a) Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

b) In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, RevInsight will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days, but thereafter RevInsight may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

4) Customer obligations. This clause applies to the Customer acting directly or indirectly, and to the End Users in the Customer’s Account. The Customer represents, covenants, and warrants that the Customer and its End Users use of the Services complies with the Agreement and all applicable laws and regulations. The Customer will use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and promptly notify RevInsight if the Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or the Customer's password. RevInsight reserves the right to investigate any potential violation by the Customer, which may include reviewing Customer Data. The Customer hereby agrees to indemnify and hold harmless RevInsight against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. Although RevInsight has no obligation to monitor the Customer’s use of the Services, RevInsight may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

a) The Customer will not:

i) 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 or any software, documentation or data related to the Services (“Software”)

ii) Copy, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by RevInsight or authorized within the Services)

iii) Access or use the Services in a manner intended to avoid incurring Fees (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Service-specific usage limits or quotas

iv) Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party

v) Sell, resell, sublicense, transfer, or distribute any or all of the Services

vi) Remove, hide, or obfuscate any proprietary notices or labels.

b) The Customer will not access or use the Services for

i) High Risk Activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental damage or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry)

ii) Cryptocurrency mining

iii) Placing or receiving emergency service calls

iv) Breaching, or causing the breach of, Export Control Laws

v) Materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State

vi) Transmitting, storing, or processing health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA.

c) The Customer will not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

5) Confidentiality, Privacy, and Proprietary Rights

a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of RevInsight includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to RevInsight to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

b) The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. RevInsight shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.

c) The Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services, and (b) RevInsight's accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement.

d) RevInsight responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act.

e) Notwithstanding anything to the contrary, RevInsight shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom, such as benchmarks, scatters, variances, etc.), and RevInsight will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other RevInsight offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

6) Protection of the Customer’s Data. RevInsight will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer’s Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Customer’s Data by RevInsight personnel except (i) to provide the Services and prevent or address service or technical problems, (ii) as the Customer expressly permits in writing.

7) Modifications

a) To the Services. RevInsight may make commercially reasonable changes to the Services from time to time. RevInsight will inform the Customer if RevInsight makes a material change to the Services that has a material impact on Customer's use of the Services and if the Customer has subscribed with RevInsight to be informed about such change.

b) To the Agreement. RevInsight may change the terms of this Agreement from time to time. These changes will only take effect at the beginning of Customer’s next Order Term, at which time Customer’s continued use of the Services will constitute its acceptance of the changes.

8) Warranty and disclaimer. RevInsight shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Consulting Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by RevInsight or by third-party providers, or because of causes beyond RevInsight’s reasonable control, but RevInsight shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, REVINSIGHT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” AND REVINSIGHT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9) Indemnity. RevInsight shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided RevInsight is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; RevInsight will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by RevInsight, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by RevInsight, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by RevInsight to be infringing, RevInsight may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

10) LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, REVINSIGHT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), EMPLOYEES, REPRESENTATIVES, OFFICERS, CONTRACTORS, AND AFFILIATES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND REVINSIGHT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO REVINSIGHT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT REVINSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11) Miscellaneous. 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 and enforceable. This Agreement is not assignable, transferable or sublicensable by the Customer except with RevInsight’s prior written consent. RevInsight may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind RevInsight in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with RevInsight to serve as a reference account upon request.