This Master Services Agreement (the “Agreement”) is entered into as between Revorra, LLC, and the entity that has entered the order form, (“Client”) (each individually a “Party” and collectively the “Parties” hereunder). By entering into an Order Form and/or otherwise accessing or using the Platform and/or Services, Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Platform and/or Services.
Please note that these Terms are subject to change by Revorra in its sole discretion at any time. When changes are made, Revorra will make a new copy of the Terms available at revorra.com. Any changes to the Terms will be effective immediately for new Customers and will be effective thirty (30) days after posting notice of such changes on the Site for existing Customers.
1. Definitions
- “Affiliate” means any entity which controls, is controlled by or under common control with Revorra or Client.
- “Client Data” means any information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the Services.
- “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, that is designated as “Confidential” or that should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, customer data, software, code, algorithms, business plans, pricing and financial information, and any other information that is marked as “Confidential” or that is disclosed under circumstances that would lead a reasonable person to understand the confidentiality of the information.
- “Service Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, Service Provider IP does not include Client Data.
- “Services” means the SaaS tools and data provided by Service Provider to Client pursuant to this Agreement, as set forth in accompanying Statement of Work (SOW) document, and in any subsequent Work Order (WO) or Customer Service Order (CSO) related to the Statement of Work.
- “Authorized User” means Client’s employees, consultants, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement.
- “Term” means the period that this Agreement remains in effect, as defined in Section 8.
2. Access and Use
a) Provision of Access
Service Provider hereby grants Client a non-exclusive, non-transferable, right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein and each applicable Service Order. Such use is limited to Client’s internal use. Service Provider shall provide to the Client the necessary passwords and network links or connections to allow Client to access the Services promptly following the Effective Date. The total number of Authorized Users will not exceed the number set forth in any Statement of Work or subsequent work orders.
b) Documentation License
Service Provider hereby grants to the Client a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for the Client’s internal business purposes in connection with its use of the Services.
c) Use Restrictions
Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Documentation.
3. Services and Support
- Service Provider will provide the Services to Client as defined in the Statement of Work or subsequent work orders.
- Service Provider will provide the Services in a professional and workmanlike manner, consistent with industry standards and practices.
- Client acknowledges and agrees that the Services are subject to change and may be updated from time to time with mutual written consent of the parties in a separate work order.
4. Fees, Payment, and Taxes
- Client will pay Service Provider the fees set forth in the SOW or related documents such as a WO or CSO related to the SOW.
- Client will pay applicable federal, state or local taxes itemized on monthly invoices.
- Client will pay Service Provider all undisputed amounts within 30 days of receipt of an invoice from Service Provider.
- In the event that Client disputes any portion of an invoice, Client must provide written notice to Service Provider within 30 days of receipt of the invoice, setting forth in detail the basis for the dispute.
- Unless otherwise expressly stipulated in the applicable Statement of Work or subsequent work order, Client will submit payment in United States Dollars.
5. Proprietary Rights
- Client acknowledges that the Service Provider retains all right, title, and interest in and to the Services and all intellectual property rights related to the Service Provider’s IP.
- Client acknowledges that the Services, Service Provider IP, and any related documentation are the confidential and proprietary information of Service Provider and are protected by applicable intellectual property laws.
- Service Provider acknowledges that, as between Service Provider and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to Service Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Client Data solely to the extent necessary for Service Provider to provide the Services to the Client.
- Notwithstanding any other provision in this Agreement, if Client provides any ideas, suggestions, or recommendations regarding the Services (“Feedback”), Customer will be deemed to have granted the Service Provider a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide license in the Feedback and the Service Provider is free to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind such Feedback in its products, without payment of royalties or other consideration to Client. Each party retains all other rights not expressly granted in this Agreement.
6. Confidentiality
- The parties acknowledge and agree that, in the course of providing and receiving the Services, each party may have access to Confidential Information of the other party.
- Each party agrees to maintain the confidentiality of the Confidential Information of the other party and to use such Confidential Information only for the purposes of performing its obligations under this Agreement.
- Each party agrees to take all reasonable measures to protect the Confidential Information of the other party from unauthorized use, disclosure, or dissemination.
- In addition to the provisions set forth in this Master Services Agreement, Service Provider and Client agree to comply with any provisions or restrictions set forth in previously executed Non-Disclosure or Confidentiality Agreements signed and agreed upon between the Service Provider and Client.
- The obligations of confidentiality set forth in this Section 6 will survive the termination of this Agreement.
7. Data Privacy and Security
- Service Provider will comply with all applicable data privacy and security laws and regulations in connection with the performance of its obligations under this Agreement.
- Service Provider will implement reasonable measures and policies to protect the security and confidentiality of any data provided by Client to Service Provider in connection with the Services.
- Service Provider will provide the Client documentation of Service Provider Data Privacy and Security Policy promptly upon request.
- Service Provider will promptly notify Client in the event of any breach of the security or confidentiality of Client’s data.
- Client acknowledges that it is solely responsible for obtaining any necessary consents or permissions from individuals and any third party, whose data will be provided to Service Provider in connection with the Services.
8. Term and Termination
- This Agreement will commence on or before the date listed on the order form or work order and will continue for a timeline agreed to in the Statement of Work, unless terminated earlier pursuant to this Section 8.
- Either party may terminate this Agreement for cause upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within 30 days of receipt of written notice of the breach.
- Should Client determine that there is a failure to perform after providing written notice to Revorra, the contract may be terminated in Client’s sole discretion with 90 day written notice.
- Either party may terminate this Agreement at any time upon written notice to the other party if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is adjudicated bankrupt or insolvent.
- Upon termination of this Agreement for any reason, Client will immediately cease all use of the Services and each party will return to the other party or destroy all copies of any Confidential Information of the other party in its possession or control.
- Upon termination of this Agreement for any reason, Service Provider shall, at Client’s option and upon its written request: (i) promptly return or destroy and erase from all systems it directly or indirectly uses or controls of Client Data and all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on the Client’s Confidential Information; (ii) provide a written statement to the Client certifying that it has complied with the requirements of this section.
- Termination of this Agreement will not relieve Client of its obligation to pay any fees that have been paid or accrued for any period prior to the effective date of termination.
- The parties agree that any terms and conditions of this Agreement which, by their nature, are intended to survive the expiration or termination of this Agreement shall survive, including without limitation Sections 4, 5, 6, 7, 8, 9, 10, 11, 13, and 14.
9. Representations and Warranties
- Each party represents and warrants to the other party that it has the right, power, and authority to enter into and perform its obligations under this Agreement.
- Service Provider represents and warrants that: (i) the Services will be performed in a professional and workmanlike manner, consistent with industry standards and practices; (ii) Service Provider will not deliver to Client any third party software, including open source software, that would require Client to accept and be bound by any third party terms and conditions, except to the extent such terms and conditions are expressly identified in and attached to the applicable SOW; (iii) the Services will not infringe the intellectual property rights of any third party; and (iv) Service Provider will take every commercially reasonable precaution to ensure, and to the best of Service Provider’s knowledge, all Services will not contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Confidential Information.
- Each party represents and warrants that it will comply with all applicable laws and regulations in connection with its provision or use of the Services.
10. Indemnification and Insurance
- Service Provider shall indemnify, defend and hold harmless Client and Client’s officers, directors, employees, agents, representatives, affiliates, contractors and assigns (collectively, the “Client Indemnitees”) from and against any and all losses, liability, costs, damages, deficiencies, expenses (including, without limitation, reasonable legal fees and court costs), claims, demands, judgments and actions or other proceedings of any nature arising directly or indirectly out of or in connection with: (i) any act or omission of Service Provider, its agents, employees or subcontractors, in performing any Services (whether or not on Client premises) including any injury to persons (including injury resulting in death) or loss of or damage to any property of Client, its affiliates or any third party; (ii) Service Provider’s gross negligence, fraud, or wilful misconduct; (iii) Service Provider’s breach of any provision of this Agreement; or (iv) infringement claims arising out of or related to any allegation that the Services or Client’s use of the Services infringe the intellectual property rights of any third party.
- Client shall defend or settle, at its sole discretion and expense, and shall pay all damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Client) for third party claims arising out of any violation of a third party’s intellectual property rights arising out of or relating to Services delivered as a part of this Agreement and associated SOWs, provided Service Provider’s use, processing, storing or the like of Service deliverables is in accordance with this Agreement.
11. Limitation of Liability
- In no event will either party be liable to the other party for any indirect, special, consequential, or punitive damages arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages.
- The total liability of either party to the other party for any and all claims arising out of or related to this Agreement will not exceed the fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period immediately preceding the date on which the claim arises.
- Notwithstanding any provision to the contrary in this Agreement or any SOW/Order Form, no limitation of liability shall apply to confidentiality obligations under Section 5, data privacy and security obligations under Section 7, or indemnification obligations under Section 10.
12. Client Obligations
Client shall: (a) ensure that third party (Client’s consultants, contractors and agents) Authorized Users employed to deliver internal services to Client (i) is not a Service Provider’s Competitor or an affiliate of any Service Provider’s Competitor; (ii) will not use the Service Provider data products, tools or and analytics with any other party or for any other purpose than the internal use within Client; (iii) will not reverse engineer, sublicense, distribute, change, create a derivative product or remove any proprietary or copyright legend from any Service Provider materials; (b) upon request, Client will provide Service Provider a list of all third parties to whom it has disclosed Service Provider Services data/analytics under this provision, a brief description of the materials disclosed, the purpose of the disclosure, and any other related non-confidential information that Service Provider may reasonably request; (c) assume full responsibility and liability on behalf of its third parties for the use and disclosure of the third parties’ compliance with the terms of this Agreement.
13. Notices
All notices required or permitted under this Agreement must be delivered in writing, if to Revorra, by emailing operations@revorra.com and if to Customer by emailing the Customer Point of Contact email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the Party’s address as listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.
14. Governing Law and Jurisdiction
- This Agreement shall be governed by and interpreted in accordance with the laws of Washington excluding any choice of law provision that would apply the laws of any other jurisdiction. Parties hereby consent to the jurisdiction of the courts located in Washington for the purposes of any claims or disputes arising out of or related to this Agreement.
- Any action taken to enforce this Agreement shall be maintained exclusively in the United States District Court, or the Superior Court of the State of Washington. Each party expressly consents to the exclusive jurisdiction of said courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.
15. Miscellaneous
- This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
- This Agreement may not be amended or modified except in writing signed by both parties.
- Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party; provided, however, either party may, upon prior written notice to the other party (but without any obligation to obtain the consent of such other party), assign this Agreement in its entirety to any entity which succeeds (by purchase, merger, operation of law, or otherwise) to all or substantially all of the assets or equity of such party.
- This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
