RevnuView Customer Terms of Service

Effective Date: December 9, 2024

This Agreement is a legal contract between you and RevnuView. It describes the services we will provide to you, how we will work together, and other aspects of our business relationship so please read it carefully.

These terms are so important that we cannot provide the Subscription Services unless you agree to them. By accessing or using the Subscription Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case "you" or "your" means that entity. If you do not agree with this Agreement, you may not use the Subscription Services.

Table of Contents

1. Order Form and RevnuView Products and Services Catalog
2. General Terms
3. Product Specific Terms
4. Jurisdiction Specific Terms
5. Data Processing Addendum
6. Acceptable Use Policy
7. Definitions

1. Order Form and RevnuView Products and Services Catalog

1.1 Agreement Structure

This Agreement consists of: (a) these General Terms; (b) the Product Specific Terms; (c) the applicable Order Form(s) between you and us referencing this Agreement (each, an "Order Form"); (d) the RevnuView Products and Services Catalog at /pricing (the "Catalog"), which lists the Subscription Services, features, limits, and add-ons available for purchase; and (e) the other terms and conditions referenced herein, including the Data Processing Addendum, Acceptable Use Policy, and any other attachments or exhibits. All such documents are incorporated into this Agreement by reference.

1.2 Order Forms

Each Order Form will include the Subscription Services you are purchasing, the fees, the Subscription Term, and other specifics applicable to your subscription. Order Forms may be executed via click-through, electronic signature, or traditional wet-ink methods.

1.3 Catalog

The Catalog describes the Subscription Services available, including technical limits (e.g., number of users, tracked activities, alert volume) and add-ons (e.g., advanced heat map analytics or custom integrations). We may update the Catalog at any time; such updates will not materially degrade core functionality during your Subscription Term.

2. General Terms

2.1 Subscription Services

2.1.1 Provision of Services

Subject to your compliance with this Agreement, we will make the Subscription Services available to you during the Subscription Term solely for your internal business purposes related to B2B sales and revenue orchestration, including tracking prospect activities, generating real-time alerts, visualizing engagement via heat maps, and managing deals.

2.1.2 Availability

We will use commercially reasonable efforts to make the Subscription Services available 24/7, excluding scheduled maintenance, force majeure events, or issues caused by you or third parties. We aim for 99.9% uptime.

2.1.3 Modifications

We may update the Subscription Services to improve functionality, security, or compliance. If a modification materially reduces functionality and we cannot provide a substantially similar alternative, your sole remedy is termination and pro-rated refund of unused fees.

2.1.4 Security

We implement reasonable administrative, physical, and technical safeguards to protect Customer Data. You agree to our security practices as described in our Security Statement.

2.2 Customer Responsibilities

2.2.1 Compliance

You will use the Subscription Services in compliance with applicable laws, including data protection regulations (e.g., GDPR, CCPA). You are responsible for obtaining consents for tracking prospect data.

2.2.2 Customer Data

"Customer Data" means data uploaded, input, or submitted by you or on your behalf to the Subscription Services, including sales activity logs, prospect interaction records, deal notes, and heat map visualizations. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display Customer Data solely to provide the Subscription Services.

2.2.3 Customer Materials

"Customer Materials" means materials you provide for use in connection with Consulting Services (if purchased), such as training documents.

2.2.4 Accuracy

You represent that Customer Data is accurate, complete, and does not violate third-party rights. You will not upload malicious code or sensitive personal data (e.g., health info) without our prior approval.

2.3 Ownership

2.3.1 Your Ownership

As between you and us, you own all right, title, and interest in Customer Data and Customer Materials.

2.3.2 Our Ownership

"RevnuView Content" means all software, documentation, analytics aggregates (anonymized), and other materials provided by us, including the platform's algorithms for alerts and heat maps. You are granted a limited, non-exclusive, non-transferable license to use RevnuView Content during the Subscription Term.

2.3.3 Feedback

You grant us a perpetual, irrevocable license to use any feedback or suggestions you provide without compensation.

2.4 Fees and Payment

2.4.1 Fees

You will pay all fees specified in the Order Form ("Fees") based on the Catalog's then-current pricing. Fees are non-refundable except as expressly provided.

2.4.2 Billing

We bill in advance for the Subscription Term (monthly, quarterly, or annually). Payments are due net 30 days from invoice date. Overages are billed monthly.

2.4.3 Late Payments

Overdue amounts accrue 1.5% monthly interest. We may suspend access for non-payment after 10 days' notice.

2.4.4 Increases

Fees may increase upon renewal by up to 10% annually, with 30 days' notice.

2.5 Taxes

You are responsible for all taxes, duties, or levies on Fees, excluding taxes on our net income.

2.6 Termination, Suspension, and Expiration

2.6.1 Term

The initial Subscription Term is specified in the Order Form and auto-renews for successive periods unless terminated.

2.6.2 Termination for Convenience

Either party may terminate at renewal end with 30 days' notice.

2.6.3 Termination for Cause

Either party may terminate immediately for material breach if uncured within 30 days of notice. We may terminate for AUP violations.

2.6.4 Suspension

We may suspend access for non-payment (after notice) or suspected violations.

2.6.5 Effects of Termination

Upon termination, access ends; we will delete Customer Data within 30 days unless required by law. You may export data prior to end of term. Refunds apply only for termination for our cause.

2.7 Customer Support

Support is provided per the Catalog (e.g., email, chat for paid tiers). Response times: critical issues within 4 hours; standard within 24 hours.

2.8 Acceptable Use

You will comply with our Acceptable Use Policy ("AUP"), prohibiting unlawful use, spam, or interference with the platform.

2.9 Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, using it only for this Agreement. Term: 5 years post-termination.

2.10 Indemnification

2.10.1 Your Indemnity

You will indemnify us against claims arising from your Customer Data, Materials, or breach of Section 2.2.

2.10.2 Our Indemnity

We will indemnify you against claims that the Subscription Services infringe third-party IP, subject to prompt notice and our control of defense.

2.11 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUBSCRIPTION SERVICES, REVNUVIEW CONTENT, AND ANY CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

2.12 Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. Our total liability is limited to Fees paid in the 12 months preceding the claim.

2.13 Dispute Resolution

This Agreement is governed by Delaware law. Disputes shall be resolved exclusively in Delaware state or federal courts.

3. Product Specific Terms

For detailed product-specific terms, please see our Product Specific Terms page.

4. Jurisdiction Specific Terms

For jurisdiction-specific terms, please see our Jurisdiction Specific Terms page.

5. Data Processing Addendum

The Data Processing Addendum governs Personal Data processing. Please see our Data Processing Addendum.

6. Acceptable Use Policy

Please see our Acceptable Use Policy.

7. Definitions

• Subscription Term: Period specified in Order Form
• Force Majeure: Events beyond reasonable control
• Personal Data: As defined in DPA

Last updated: December 9, 2024