Thank you for choosing Revenue Grid!
Before accessing and using any of our services and/or browsing this website, please familiarize yourself with these terms and conditions that set up the basic rules of our interaction to know what to anticipate from each other and our cooperation.
1.1. These Terms and Conditions are the legally binding agreement (“Terms” or “Agreement“) between you, a natural or legal person (“Customer“, “Visitor“, “you“, or “your“) and Avora Holdings, Ltd., d/b/a Revenue Grid (“Revenue Grid“, “we“, “us“, or “our“). Collectively, you and Revenue Grid are referred to as the “Parties” and each separately as a “Party“.
1.2. These Terms apply to all aspects of using Revenue Grid’s services, including but not limited to any software, free trial, or demo versions of services provided by us as well as any professional services we may provide from time to time (collectively the “Service(s)“), our website at https://revenuegrid.com, or any other Revenue Grid sites available to you (collectively, the “Website“).
1.3. All hyperlinks in these Terms are an inherent part of these Terms and expressly incorporated herein. You must click to read any such hyperlinked terms, and use of the Services and/or the Website is contingent on your acceptance of any such terms.
1.4. IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS, YOU MUST NOT ACCESS OR USE ANY OF OUR SERVICES OR THE WEBSITE.
1.5. This Agreement becomes effective as of the date you accept this Agreement by (i) clicking or tapping on a button indicating your acceptance of this Agreement, (ii) executing an order form, statement of work, or any other transaction document (collectively, “Transaction Document(s)“), (iii) starting to use the Services (including any free trial or demo), and/or (iv) accessing the Website, whichever occurs first. The Transaction Documents may contain additional provisions regarding the Services, which will supplement and/or supersede any conflicting terms in this Agreement and form an integral part of this Agreement.
1.6. You may enter into a separate agreement with Revenue Grid on other conditions that are not covered by this Agreement. For more details, please contact our customer support team at [email protected].
1.7. While accessing and using our Services and/or our Website you represent and warrant that you are not under the age of 18 years old (or under the age legally required to access our Services and Website in the jurisdiction in which you reside, such individual a “Minor“). The Services and the Website are not intended for use by Minors, and if you are a Minor, you are not permitted to use the Services and/or access this Website.
1.8. If you are not an individual, you warrant that (i) you are validly formed and existing under the laws of your jurisdiction of formation, and (ii) you have duly authorized your agent to bind you to this Agreement.
1.9. Capitalized definitions used in these Terms are defined throughout this document. The section titles/headings in these Terms are used exclusively for convenience and shall not affect the interpretation of these Terms.
1.10. For these Terms “Customer” shall mean a legal entity or a natural person who intends to use or use our Services, and the “Visitor” means a natural person browsing the Website.
2. Services Subscription and Support
2.1. Subscription to the Services. We will provide you with the right to access and use our Services, on a subscription basis, subject to the terms set forth herein. The Parties shall agree upon the subscription plan, and associate fees, in the Transaction Document. Downgrading the subscription plan may cause the loss of Content (as defined below), features, functionality, or capacity of Customer Account (as defined below), for which we bear no responsibility.
2.2. Subscription Term and Automatic Renewal. We will provide you with the Services for a subscription period, which consists of the Initial Subscription Term and the Renewal Subscription Term (collectively, the “Subscription Term“). The “Initial Subscription Term” begins on the subscription start date and continues for the period specified in the respective Transaction Document. The Subscription Term shall automatically renew for additional periods, as agreed in the respective Transaction Document (each such renewed term, a “Renewal Subscription Term“) unless either Party gives the other Party written notice of non-renewal at least 30 days prior to the end of the Initial Subscription Term or Renewal Subscription Term, as applicable.
2.3. License. With respect to any Services provided to you during the Subscription Term, we grant you hereunder a non-exclusive, non-transferable, non-assignable, revocable, non-sublicensable, and limited license to use our Services for your internal business purposes under applicable laws in every material respect.
2.4. Permitted User. The use of the Services is restricted to the number of your employees, contractors, and other personnel who are authorized to access and use the Services by you (“Permitted User(s)“) within the agreed usage limits, as set forth on the applicable Transaction Documents. During the Subscription Term, upon prior written agreement with Revenue Grid, you have a right to add Permitted Users above the limits at the same fees as the underlying subscription fees, prorated for the portion of that Subscription Term remaining at the time the additional Permitted Users are added. You will be responsible for, and will at all times remain liable for, Permitted User’s compliance with this Agreement. You must ensure the access and use of Service by your Permitted Users is subject to and in compliance with this Agreement, including without limitation to the “Acceptable Use Policy” set forth in Section 11 hereof. You are always liable for the acts and omissions of your Permitted User(s).
2.5. Customer Accounts and Registration Data. To obtain access to the Service, the Permitted User may be required to obtain an account with Revenue Grid by completing a registration form and designating a user ID and password (“Customer Account(s)”). When registering with us, the Permitted User must: (a) provide true, accurate, current, and complete information as may be requested by our registration form (such information being the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. The Permitted Users must keep their accounts and passwords confidential and not authorize any third party to access or use any of the Services on behalf of the applicable Permitted User or the Customer unless approved by Revenue Grid in writing. We will not be liable for any loss or damage arising from any unauthorized use of the Customer Accounts by third parties.
2.6. Additional Services. We may also provide you with additional services related to the Services, including professional services. In such a case, the scope of any additional services, terms of provision, and applicable fees will be agreed to and specified in the Transaction Document.
2.7. Third-Party Resources. The Service may contain features designed to interoperate with or permit Customer to link to other websites, resources, and platforms (“Third-Party Resources“). We cannot guarantee the continued availability of such Third-Party Resources and shall have no liability, obligation, or responsibility for any such interaction between you and any such Third-Party Resources and for any non-conformity or inaccuracy, including data quality/duplication issues in the functioning of the Service caused by your use of any Third-Party Resources.
2.8. Sanctions Compliance. The Services do not originate from and are not operated within, any country or territory subject to comprehensive sanctions administered by the United States government or any other applicable jurisdiction. Revenue Grid and its personnel are not listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC“) list of Specially Designated Nationals and Blocked Persons or any other OFAC-administered sanctions list. Revenue Grid further affirms that it takes all necessary measures to ensure compliance with international sanctions regimes and will not provide services from any such restricted locations.
2.9. Support. For most support queries, you can find answers in our knowledge base, which can be accessed at https://docs.revenuegrid.com. If you require personalized assistance or have a specific issue that needs attention, you can reach out to our support team by submitting a support case through our Website at https://revenuegrid.com/help. At our sole discretion, we may assign you a customer success manager who may review your use of the Services to help you to use the Services more effectively, including by providing reporting and usage insight.
2.10. Browsers Support. You understand and confirm that the support services may only be provided to you on the conditions and on the browsers’ versions that are listed on the Website at the following link: https://docs.revenuegrid.com/ri/fast/articles/Supported-Email-Services/#browsers.
3. Free Trial and Demo
3.1. Free Trial and Demo. You may submit a request for a free trial or demo of our Services. The free trial period and available features will be determined by Revenue Grid and shall be agreed with each Customer individually. We will make the Services available to you free of charge and under this Agreement until the earlier of (a) the end of the free trial period you were registered; (b) the termination of a free trial by us in our discretion, by sending a termination notice to you. A free trial period may be extended upon a separate agreement between you and Revenue Grid. A free trial and demo are provided “as is” for customization and/or evaluation purposes only.
4. Services Fees and Payment Terms
4.1. Services Fees. You shall pay Revenue Grid Services fees in accordance with the pricing and terms presented to you in the Transaction Document (collectively, the “Fees“).
4.2. Payment Terms. Unless otherwise stated in the Transaction Document, the Fees should be paid by you on a recurring periodic basis (each period is called a “Billing Cycle“) in advance, as a prepayment for the upcoming Billing Cycle, within thirty (30) days of the receipt of the invoice. Billing Cycles are annual unless otherwise stated in the Transaction Document.
4.3. Credit Card Information. If you have chosen to pay the Fees by corporate credit card, you authorize us to charge your credit card for all Fees payable during the Subscription Term. You represent and warrant that the credit card information you provide is correct and valid. If incorrect payment information was provided or your payment information gets changed, you are obliged to promptly notify Revenue Grid about these changes.
4.4. Taxes. The Services fees exclude all taxes and charges unless stated otherwise in the applicable Transaction Document. Customer is responsible for all taxes and other charges incidental to using the Services, including, but not limited to, data charges and currency exchange settlements.
4.5. Services Fees Changes. Revenue Grid will not increase any Service fees payable during the Initial Subscription Term. Thereafter, Revenue Grid may increase any Service fees at any time provided that: (a) Revenue Grid provides to the Customer written notice (email is sufficient) at least 30 days prior to the effective date of such increase, and (b) the Service fees are increased no more than once per one Initial Subscription Term or relevant Renewal Subscription Term.
4.6. Late Payments. In the event that any Fees are fifteen (15) days or more overdue, Revenue Grid reserves the right, without prejudice to any other rights and remedies, to (i) impose interest on the Customer at the lower of 1% per month or the highest rate allowed by law, and/or (ii) suspend the Services (and any related services) until the outstanding amounts are paid in full.
5. Term and Termination
5.1. Agreement Effectiveness. This Agreement remains in effect until (i) the expiration of the Subscription Term, (ii) the expiration of a free trial period, or (iii) the termination of this Agreement pursuant to Sections 5.2-5.3.
5.2. Termination by you. If you wish to terminate this Agreement for any reason (except in the case of a material breach by Revenue Grid) before the next Billing Cycle, you will be required to pay Revenue Grid all remaining Fees for the then-current Initial Subscription Term or relevant Renewal Subscription Term within thirty (30) calendar days of receiving the invoice.
5.3. Termination for cause. Each Party may terminate this Agreement in case of a material breach of this Agreement and/or the Transaction Document by the other party (“Breaching Party“) if the Breaching Party fails to cure any material breach (which shall include any failure to pay the Fees) within thirty (30) days after written notice from the non-breaching Party. If the Breaching Party fails to cure the material breach within thirty (30) days after written notice from the non-breaching Party, upon the lapse of the above thirty days’ period, the non-breaching Party has the right to terminate this Agreement and any corresponding Transaction Documents. This provision does not limit the Service Provider’s right to suspend or terminate Customer’s access to the Service as otherwise set forth herein.
5.4. Expiration and termination consequences. Upon expiration and/or termination of the Subscription Term, as set forth in the applicable Transaction Document: (a) this Agreement expires or terminates respectively; (b) Customer’s or it’s Permitted User’s right to access or use the Service terminates immediately; and (c) Customer shall pay any remaining Fees outstanding and/or we will repay any Fees that may be required pursuant to Section 6.2 hereof within thirty (30) calendar days.
5.5. Termination of these Terms for Visitor. We reserve the right to promptly and without prior notice, terminate or suspend your permission to use the Website in the event of any violation of these Terms, at the request of law enforcement or government agencies, due to extended periods of inactivity, unexpected technical issues, or if we suspect your involvement in fraudulent or illegal activities.
6. Refund Policy
6.1. General. Except to the extent otherwise expressly stated in this Agreement or in the Transaction Document, all obligations to pay Fees are non-cancelable and all payments are non-refundable.
6.2. Termination and Financial Obligations. In the event of termination of this Agreement due to an uncured breach by Revenue Grid pursuant to Section 5.3, Revenue Grid will refund you any prepaid Services fees for the Services that have not been provided under the applicable Transaction Document on a pro-rated basis. In the event of termination by Revenue Grid in accordance with Section 5.3 above, you will pay any unpaid fees covering the remainder of the Initial Subscription Term or relevant Renewal Subscription Term. In no event will termination relieve you of your obligation to pay any fees payable to Revenue Grid for the period prior to the effective date of termination.
6.3. Refund Policy for Third-Party Merchant Purchases. If your purchase of our Services was made through a third-party merchant, such as a reseller, then the refund policy of that merchant applies to your order. Revenue Grid will not issue refunds for purchases made through a third-party merchant. If you wish to know more about the refund policy of the third-party merchant, please contact the relevant third-party merchant directly.
7. Service Availability and Suspension of the Service
7.1. Service Availability and Downtime. During the Subscription Term and subject to compliance by you with provisions of this Agreement, Revenue Grid will use commercially reasonable efforts to make the Services available to you 24 hours per day, 7 (seven) days per week, except for (i) any planned maintenance and emergency downtime, unplanned technical problems and outages, scheduled updates and monthly hotfix releases (altogether, the “Services Maintenance“) and (ii) any unavailability due to circumstances out of our control (including but not limited to your misuse of the Service; failures of your or your Permitted User’s internet connectivity; Internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by us etc.). Revenue Grid will use commercially reasonable efforts to narrow the scope and duration of any Services Maintenance as needed to resolve the issue that prompted such action.
7.2. Services suspension. Without prejudice to any other rights and remedies, at our discretion we reserve the right to temporarily suspend the provision of the Service and/or terminate your or your Permitted User’s access to the Service at any time in the case of: (a) late payments as outlined in Section 4.6.; (b) violation by you of this Agreement and/or Transaction Document; (c) the use of the Services by Customer or by Customer’s Permitted Users in a manner that disrupts Revenue Grid’s ability to provide the Services to the Customer or other customers. In case Revenue Grid suspends the provision of Services to you according to this Section, it will not be considered as our breach of this Agreement.
8. Customer Content
8.1. Customer Content and Responsibility. While using the Services, the Customer and its Permitted Users may make available their content on the Services (“Content“). Customer and its Permitted Users are responsible for their Content. We do not control, verify, or endorse the Content that the Customer and its Permitted User(s) make available on the Service.
8.2. License to Use. Customer hereby grants to Revenue Grid a nonexclusive license to use the Customer Content (a) to provide the Services to the Customer under this Agreement, (b) to perform our obligations under this Agreement, (c) to prevent or address service or technical problems, and (d) in connection with support matters. Customer also grants Revenue Grid a nonexclusive, perpetual, irrevocable license to use any Customer Content in aggregated and/or anonymized form for any purpose in connection with our products and services. Revenue Grid will maintain appropriate administrative, physical, and technical safeguards for the protection of the security and confidentiality of the Customer Content.
8.3. Content Ownership and License. We will not modify your Content and will not disclose the Content except as compelled by the applicable law, agreed by the Parties, or permitted in writing by Customer. Subject to the limited rights granted by the Customer hereunder, we will acquire no right, title, or interest from the Customer or the Customer’s licensors under this Agreement in or to any of the Content, including any intellectual property rights related thereto.
9. Privacy and Security
9.2. Security. We have implemented and maintain appropriate technical and organizational measures, administrative systems, policies, and procedures designed to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services, and to mitigate the risk of unauthorized access to or use of your data or Content. For more details on our security measures, please visit https://trust.revenuegrid.com/.
9.3. Passwords security. Permitted User(s) must keep their own Customer Account(s) and password confidential. Customer is solely responsible for the sharing of your Permitted User(s) ‘s passwords or other access information used to access and use the Service. Customer must immediately notify Revenue Grid in writing of any unauthorized use of any account created pursuant to this Agreement or the Services that come to Customer’s attention. In the event a third party obtains unauthorized access through the Customer’s or the Permitted Users’ accounts, the Customer will take all commercially reasonable steps to terminate such unauthorized use. The Customer will assist Revenue Grid with any actions necessary to terminate such unauthorized use as we may reasonably request.
10. Proprietary Rights
10.1. Services. Revenue Grid or its licensors own and reserve all rights, title, and interest in and to (a) the Services and all hardware, software, and other components used to provide the Services, including all related intellectual property rights, (b) all user guides, manuals, and any other materials relating to the Services and any intellectual property rights related thereto, and (c) any intellectual property as may be provided by or on behalf of Revenue Grid for use by the Customer or the Permitted Users in connection with the Services (collectively, the “Revenue Grid IP“).
10.2. Website Materials. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content that Customer sees or reads through the Services or the Website, excluding Customer Content (collectively the “Proprietary Material“), is owned exclusively by the Revenue Grid and/or our third-party licensors. Except as expressly set forth herein, Customer or any Permitted User does not obtain any rights in the Proprietary Materials. By accessing our Website and our Services, you agree that you may not use any part of the Proprietary Materials, other than as set forth herein or as otherwise permitted by Revenue Grid in writing. The service marks and trademarks of Revenue Grid, including without limitation Revenue Grid logos, are service marks owned by Revenue Grid. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
10.3. Feedback. If the Customer provides comments, suggestions, or recommendations to Revenue Grid with respect to the Services (collectively, “Feedback“), Customer hereby grants to Revenue Grid a worldwide, royalty-free, irrevocable, and perpetual license to use or otherwise incorporate the Feedback into the Services.
10.4. Publicity. While using the Services, you hereby agree that we may reference you as one of Revenue Grid’s customers. To this end, you hereby grant us a revocable, worldwide, royalty-free license and permission to use your name, logo and marks on the Website and in our marketing materials. Both Parties agree to discuss the possibility and may create a joint case study and to this end, you grant a revocable, worldwide, royalty-free license to use your name and logo on our Website and marketing materials.
11. Acceptable Use Policy
11.1. Acceptable Use. You hereby agree to comply with this Agreement, Transaction Document and all laws and regulations applicable to your use of the Services. You are responsible for your and your Permitted User(s) ‘s conduct, Сontent, and communications with others while using our Services. While using the Services, you must not do and will not encourage or assist any Permitted User and/or third party to:
- use or attempt to use any unauthorized means to modify, reroute, or gain access to the Services;
- use any automated process or service (such as a bot, a spider, or caching of information stored by Revenue Grid) to access or use the Services;
- modify, copy, alter, tamper with, repair, or otherwise create derivative works of any of the Services;
- reverse engineer, disassemble or decompile the Services, software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services;
- use the Services in any manner or for any purpose other than as expressly permitted by this Agreement;
- sell, lend, rent, resell, lease, license, sublicense or otherwise transfer any of the rights granted to the Customer with respect to the Services or redistribute the Services to any third party;
- remove, obscure, or alter any proprietary rights notice related to the Services;
- access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;
- use the Services in situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
- use the Services to (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data, (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (iii) store or transmit inappropriate Customer Content, (iv) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses, or other harmful or deleterious computer code, files, or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware, or (v) abuse, harass, stalk, or otherwise violate the legal rights of a third party;
- damage, disable, overburden, impair, interfere with, or disrupt the servers or networks used by Revenue Grid to provide the Services or used by other users to access the Services, or violate any third-party regulations, policies, or procedures of such servers or networks or harass or interfere with any other user’s full use and enjoyment of the Services;
- access or attempt to access Revenue Grid’s accounts, computer systems, or networks not covered by this Agreement through password mining or any other means; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
11.2. Export Control and Economic Sanctions: By utilizing the Services, Customer affirms its commitment to adhere to all applicable export control, economic sanctions, and relevant import laws and regulations set forth by the United States and other relevant jurisdictions. Customer represents and warrants that (i) it is not included in any U.S. government roster of prohibited or restricted parties, nor is it situated in (or a citizen of) a country subject to a U.S. government embargo on export controls or economic sanctions, (ii) it will refrain from accessing or using the Services in contravention of any U.S. export control or economic sanction, prohibition, or restriction, and (iii) it will will ensure that (a) Permitted Users do not use the Services in violation of any export restriction or embargo by the United States, (b) Permitted Users do not access or use the Services from a country or territory subject to comprehensive U.S. sanctions, and (c) it does not provide access to the Services to persons or entities on any of the above lists.
12. Changes and Updates
12.1. Changes to Terms and Services. Revenue Grid reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Revenue Grid. We will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Revenue Grid may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.
12.2. If the Services are deployed and hosted on a multitenant cloud environment, and a new version of the Services is released to the multitenant environment, Customer acknowledges and agrees to use any new version delivered by Revenue Grid. Customer acknowledges and agrees that the postponing or skipping of new versions of the Services is not permitted in Revenue Grid’s multitenant cloud environment.
12.3. If the Services are hosted on a dedicated cloud environment or the Customer’s on-premise environment, the Customer agrees and acknowledges that Revenue Grid has the right to update the Services hosted on such dedicated cloud environment or on-premise environment pursuant to a schedule determined by Revenue Grid. Customer may skip or postpone an update for the dedicated cloud environment or on-premise environment for up to three consecutive months. If requested by the Customer, Revenue Grid may, in Revenue Grid’s sole and absolute discretion, update the Services as follows: (a) update the staging environment to the new version and (b) after Customer verifies such environment, update the production environment to the new version. Customer acknowledges and agrees that the versions of the Services that are older than three months are considered unsupported and that Revenue Grid has no obligation to and will not support any Services version older than three months.
13.1. Confidential Information. “Confidential Information” means all information that is disclosed to a Party (the “Receiving Party“) by the other Party (the “Disclosing Party“) under this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Customer Content, financial information relating to the Disclosing Party, information relating to the technology of the Disclosing Party (including Revenue Grid IP), technical documentation, software, code, flow-charts, algorithms, menu layouts, procedures, plotting, and documentation. Confidential Information does not include information that the Receiving Party can show: (a) was rightfully in Receiving Party’s possession without any obligation of confidentiality before receipt from the Disclosing Party, (b) is or becomes a matter of public knowledge through no fault of the Receiving Party, (c) is rightfully received by the Receiving Party from a third party without a violation of a duty of confidentiality, or (d) is independently developed by or for the Receiving Party without the use of the Confidential Information.
13.2. Confidentiality Obligations. The Receiving Party undertakes to treat and keep all Confidential Information secret and strictly confidential. The Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, directly or indirectly communicate or disclose to any third party, whether in writing, orally, or any other manner, Confidential Information of the Disclosing Party.
13.3. Required Disclosure of Confidential Information. The Receiving Party may disclose Confidential Information only in cases and to the extent that it is necessary where such disclosure is required by law, regulation, or court order, provided that the Receiving Party notifies the Disclosing Party of any such disclosure before the disclosure is made to afford the Disclosing Party an opportunity to seek a protective order to prevent or limit the disclosure of the Confidential Information.
13.4. Permitted Disclosure of Confidential Information. The Receiving Party may disclose the Confidential Information to its affiliates, directors, officers, employees, contractors, agents, attorneys, external or internal legal advisors, tax advisors, accountants, financial auditors, security auditors, providers on “a need to know basis” for the purposes of the performance of its obligations under this Agreement, provided that the Receiving Party has concluded respective non-disclosure agreements with all such persons who may need to know the Confidential Information.
13.5. Duration of Confidentiality Obligations. The confidentiality and non-disclosure obligations under this Section will survive the expiration or termination of this Agreement for a period of five (5) years from the date of expiration or termination of this Agreement. Notwithstanding the foregoing, any Confidential Information that is a trade secret of the Disclosing Party shall be held confidential and shall remain subject to the obligations of this Section for as long as such information remains a trade secret.
14. Disclaimers and Limitation of Liability
14.1. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVALIABLE” AND REVENUE GRID DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES. REVENUE GRID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND HAS NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL OR DEMO.
14.2. Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REVENUE GRID OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF REVENUE GRID AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO SERVICE FEES PAID BY CUSTOMER TO REVENUE GRID FOR THE IMMEDIATELY PRECEDING TWELVE MONTHS.
15.1. Indemnification by Revenue Grid. We shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the Services, when used as authorized under this Agreement, infringes or misappropriates such third party’s intellectual property rights (“Claim Against Customer“), and shall indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against Customer; provided that you (a) promptly give us written notice of the Claim Against Customer, (b) give us sole control of the defense and settlement of the Claim Against Customer (provided that we may not settle or defend any Claim Against Customer unless it unconditionally releases you from all liability), and (c) provide to us all reasonable assistance, at Revenue Grid’s expense. This obligation of Revenue Grid shall not apply if the alleged infringement or misappropriation results from use of the Services in conjunction with any other software or service or unlicensed activities or use of the Services in violation of this Agreement, including without limitation any claims arising from infringing Customer Content. Revenue Grid expressly reserves the right to cease defense of any claim(s) if the Services are no longer alleged to infringe or misappropriate, or are held not to infringe or misappropriate, a third party’s rights.
15.2. Indemnification by Customer. You hereby agree to indemnify, defend, and hold harmless Revenue Grid and its officers, directors, employees, contractors, agents, attorneys, insurers, successors and assigns (collectively the “Revenue Grid Indemnified Parties“) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement, (iii) your violation of any law, or the rights of any user or third party and (iv) any Content submitted by you to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Revenue Grid Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. Revenue Grid reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Revenue Grid.
16. Governing Law and Dispute Resolution
16.1. Governing Law. The laws of the State of Delaware, U.S.A. are applied to this Agreement, its interpretation and apply to claims for breach of this Agreement, regardless of conflict of laws principles.
16.2. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND REVENUE GRID CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND REVENUE GRID TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at [email protected] and you and Revenue Grid will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Revenue Grid agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes“) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Revenue Grid both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Revenue Grid in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
Class Action Waiver. You and Revenue Grid agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Revenue Grid both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Revenue Grid agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules“) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Revenue Grid agree otherwise, the seat of the arbitration shall be in Wilmington, Delaware. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Revenue Grid submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Dispute Resolution Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
- Any notices required or permitted to be given or delivered under this Agreement shall be in writing and shall be (i) sufficiently given if delivered personally or (ii) mailed by registered mail at the address specified in Transaction Document or to such other address or addresses as either Party may from time to time designate to the other by written notice, (iii) sent by email in electronic form to the email address specified in Transaction Document. Unless otherwise specified in the Transaction Document, notices to Revenue Grid must be sent to:
Avora Holdings Ltd, d/b/a Revenue Grid
13110 NE 177th Place Suite 135,
Woodinville WA 98072, U.S.A.
Email: [email protected]
18. General Provisions
18.1. These Terms apply to the maximum extent permitted by applicable law. In the event any one or more of the provisions of these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable, other provisions shall remain in full force.
18.2. These Terms, together with all Transaction Documents, and any other documents attached hereto or incorporated herein (if any), constitute the entire agreement between the Parties with respect to the subject matter hereof. This Agreement creates no third-party beneficiary rights.
18.3. Neither Party shall be held liable for non-performance or undue performance of the obligations under this Agreement (except for a failure to pay fees), should such non-performance or undue performance is caused by unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such Party, including but not limited to, a strike, blockade, war, martial law, an act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services.
18.4. Neither Party may assign this Agreement or transfer any rights hereunder without the prior written consent of the other Party, except Revenue Grid may, without the prior written consent of the Customer, assign its rights to and cause its obligations under this Agreement to be assumed by any person or entity to whom or to which Revenue Grid simultaneously transfers by sale, merger, or otherwise all or substantially all of its assets or equity interests.
18.5. Revenue Grid may, from time to time at our discretion, engage third parties to perform Services and use the services of subcontractors in order to provide the Services under this Agreement, provided that Revenue Grid remains responsible for the overall performance of the Services under this Agreement.
18.6. The Parties are independent contractors. Nothing in this Agreement should be construed to create a partnership, joint venture, agency or employer-employee relationship.
18.7. The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver of any such provision, right, remedy, or privilege.
18.8. Paragraphs which by their nature shall survive the termination of these Terms shall survive any expiration or termination of these Terms.
18.9. The use of the terms “includes”, “including”, “such as”, and similar terms will be deemed not to limit what else might be included.