Terms and Conditions

Last updated: November 13, 2024

These Terms and Conditions (the “Terms”) set forth the conditions under which Revynox (referred to as “Revynox,” “our,” “we,” or “us”) provides its technology solutions and services, including software development, DevOps, API integration, and related offerings. These Terms govern all services offered by or through Revynox’s website at https://revynox.com (the “Revynox Website”) and any other services, applications, or features provided by Revynox (collectively, the “Services”). By using our Services, you agree to these Terms.

“User,” “you,” or “your” refers to each individual or entity accessing or using our Services, and if applicable, their authorized representatives.

Please read these Terms carefully before using our Services.

1. Grant of License

Revynox grants you a limited, non-exclusive, non-transferable right to access and use our Services solely for your own internal business operations and as agreed upon with Revynox. This license is subject to these Terms and any applicable service order or agreement (collectively, the “Agreement”) that may further outline specific terms for the services you subscribe to.

All rights not expressly granted to you in these Terms are reserved by Revynox and its licensors. The license shall terminate immediately if the Agreement is terminated for any reason.

2. Permitted Use of the Services

You agree to use the Services only for legitimate business purposes, in compliance with all applicable laws, and solely within the scope of your Agreement with Revynox. If applicable, you may grant limited access to third parties (such as partners or clients) as part of your business operations, provided they comply with these Terms.

As a User, you are responsible for maintaining the confidentiality of all login credentials (collectively, “Access Credentials”) associated with your account. You agree not to share your Access Credentials or allow unauthorized access to the Services. Revynox will not be held liable for any misuse of the Services by unauthorized individuals who gain access to your account.

Prohibited actions include but are not limited to:

• Attempting to sublicense, sell, distribute, or transfer the Services to any unauthorized third party.
• Modifying, reverse engineering, or creating derivative works based on the Services.
• Using the Services to engage in illegal activities or distribute any material deemed offensive or harmful.

3. Intellectual Property Rights

Revynox retains all rights, title, and interest in the Services, including intellectual property rights, software, graphics, and content associated with our offerings. Users are not permitted to copy, modify, or distribute any element of the Services without written permission from Revynox.

Revynox welcomes feedback to enhance our Services. By submitting feedback, you grant Revynox the right to use and incorporate your suggestions without any obligation to compensate you. All feedback will be the property of Revynox.

5. Service Changes; Support; Performance

Revynox regularly makes changes and improvements to its services to enhance functionality and reliability. Any intellectual property created in the course of implementing or delivering the services, whether solely by Revynox or jointly with you, remains the exclusive property of Revynox. Revynox will ensure that service changes will not materially reduce functionality as per your service agreement. Subscribers will receive communication about planned changes for effective use.

Revynox provides standard support to Direct Subscribers and authorized End Users at no extra charge. However, if you are a Reseller Subscriber or an End User, please contact your Direct Subscriber for support. Revynox disclaims responsibility for errors arising from misuse, negligence, unauthorized modification, or errors involving unsupported hardware or software.

Revynox commits to a 99.9% service availability each month, barring scheduled or emergency maintenance. Temporary downtimes may occur during these periods. Additionally, services may be suspended without notice if deemed necessary to maintain service integrity or legal compliance.

Service access is internet-based and dependent on global telecommunications infrastructure. Delays or interruptions due to inherent internet limitations are beyond Revynox’s control and liability.

6. Third-Party Platforms

Revynox services may integrate with various third-party platforms (“Third-Party Platforms”). The functionality of these integrations depends on the continued availability and API access of these platforms. Revynox may cease integration services without liability if access becomes unavailable. Use of Third-Party Platforms may require separate agreements or subscriptions with third-party providers, and users must comply with these terms.

The third-party provider is responsible for their platform’s functionality. Revynox disclaims liability for any damages related to third-party platform integrations. Subscriber data shared with third-party platforms will follow Revynox’s data policies and terms specified herein.

If you are a Reseller Subscriber, access to Revynox services may occur through integration with a Direct Subscriber’s software, regarded as a third-party provider for the purposes of these terms.

7. Subscriber Data

A. Data Ownership and License

Subscriber data, including data submitted to Revynox (“Subscriber Data”), remains your property. Revynox disclaims ownership of such data and only uses it to fulfill service obligations. Subscribers are responsible for the legality, reliability, and quality of their data.

Subscribers must export their data before service termination. Should Revynox be required to assist in any legal matters involving subscriber data, costs will be the subscriber’s responsibility. Aggregated and anonymized subscriber data may be used by Revynox for benchmarking and enhancement purposes, with no personal identifiers disclosed.

B. Data Protection Measures

Revynox enforces security protocols designed to protect subscriber data from unauthorized access or loss, aligned with legal standards. Annual system testing is conducted to identify and mitigate security vulnerabilities. Revynox will notify you within 72 hours of discovering any unauthorized access, and appropriate remedial actions will follow.

C. Data Law Compliance

Both parties are responsible for complying with applicable data protection laws, including GDPR, CCPA, and other relevant privacy regulations. Revynox follows a comprehensive approach to data protection and provides reasonable measures for compliance with international privacy standards, including its Data Processing Addendum (DPA) for cases involving personal data.

D. Limitations

Revynox services are not intended for sensitive data such as Protected Health Information (HIPAA), Sensitive Personal Data, or financial details unless specifically stipulated. Subscribers should refrain from transmitting any such information within subscriber data.

8. Fees and Payment Terms

For direct subscribers, all fees are non-refundable and payable in the currency specified in your order. Payments are due within 30 days of the invoice date, with no deductions or offsets. Any overdue balance will incur interest at 1.5% per month or the maximum allowed by law, starting from the due date. You are also responsible for any applicable taxes, excluding our income tax.

Revynox reserves the right to adjust service fees before the start of each renewal term, with a 60-day advance notice.

If you’re subscribing through a reseller, you must arrange payments with them directly. If your reseller’s payment to Revynox is delayed or defaulted, we may suspend or terminate your access to our services.

9. Term and Termination

For direct subscribers, the agreement’s term starts on the effective date of your order and continues as specified. Either you or Revynox can terminate the agreement if the other party fails to resolve a significant breach within 30 days of being notified.

For resellers and end users, the term starts on your access date and ends if that access is revoked. If an order is terminated, all related access will also end.

In case of a severe breach or security concern, Revynox reserves the right to suspend your access, usually providing at least two days’ notice unless it’s an emergency. Once access is terminated, data will be retained for 60 days. After that, Revynox may delete the data unless required for legal or archival purposes.

10. Confidentiality

Confidential information exchanged between you and Revynox must be treated with strict confidentiality during the agreement and for three years after it ends. Confidential information includes any proprietary data not meant for public use, excluding subscriber data.

Both parties agree not to use or disclose each other’s confidential information beyond what is necessary for fulfilling this agreement, except to authorized personnel bound by similar confidentiality terms.

Exceptions apply if the information is publicly available, received without confidentiality obligations, independently developed, or legally required for disclosure. In case of required disclosure, Revynox will notify you, if legally permissible, before sharing any information.

11. Indemnification

Revynox will defend and compensate direct subscribers for any third-party claims that our services infringe intellectual property rights. If this issue arises, we may secure continued usage rights, replace or modify the services, or terminate this agreement and refund any prepaid fees.

Direct subscribers are expected to indemnify Revynox for claims related to your or your end users’ breach of our agreement, misuse of services, or negligence.

Indemnification requires prompt notice of the claim, cooperation from the indemnified party, and control of the defense by the indemnifying party.

12. Limitation of Liability

For direct subscribers, Revynox’s liability is limited to the actual fees paid in the preceding 12 months, except for severe breaches or indemnification obligations. We disclaim any liability for indirect or consequential damages, including profit loss or business interruption, even if advised of possible risks.

For resellers and end users, Revynox’s liability is limited to a maximum of $100 if determined by a court to be enforceable.

13. Force Majeure

Neither party is liable for delays or failures in performance caused by unforeseen events beyond their control, such as natural disasters, war, or government actions. Affected parties should notify the other of the expected delay and can terminate the agreement if the force majeure event lasts over 60 days.

14. Independent Contractors

This agreement establishes an independent contractor relationship between you and Revynox, with no agency, partnership, or employment relationship intended.

15. Notices

Notices to Revynox must be sent via certified mail or courier, addressed to their legal counsel. Notices to you will be sent via email to the address provided at registration and are deemed received upon transmission. General service notices may be posted on Revynox’s service portal.

16. Governing Law; Export Compliance

This agreement is governed by Delaware law, with exclusive jurisdiction in Georgia courts. Export laws apply, prohibiting the use of services in embargoed countries or by restricted persons, as specified by U.S. and other applicable jurisdictions.

17. Entire Agreement; Interpretation

This agreement represents the entire agreement between both parties, overriding any prior terms. Conflicting terms prioritize specific supplemental terms, followed by the order form, and lastly these terms. Headings are for convenience only, and unenforceable parts do not affect the remaining terms.

18. Assignment

Assignments are restricted unless to a controlled entity or successor by merger. If assigned to a competitor, Revynox may terminate immediately. Unauthorized assignments are void, and only permitted successors are bound by the agreement.

19. Modifications & Amendments

Revynox reserves the right to modify terms with notice via email or on their website. Changes apply upon new or renewed orders and constitute acceptance if services continue. Updates to the Privacy Policy are effective upon posting.

20. Publicity

Revynox may identify you as a customer on their website, subject to prior approval of public-facing materials. Either party must seek consent for public use of each other’s logos or trademarks unless legally required.

21. Authority

The individual accepting this agreement represents that they have authority to do so on behalf of the subscriber.