End User License Agreement

Date of last revision: October 2022

Introduction - applicability
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By checking or clicking the appropriate dialog box or using any part of the Software, you (“You” or the “End User”) agree that Your use of the Software is subject to the terms and conditions contained in this End User License Agreement (“EULA”) and the Order Form, except when other contractual arrangements are made between the Customer and Revend (“Agreement”). If the provisions of the Agreement would deviate from the provisions set forth herein, the provisions of the Agreement shall prevail.If You do not agree to any of the terms and conditions contained in this EULA, You may not in any manner use the Software and any unauthorized use of the Software shall be considered to be a violation of Revend’s rights.This EULA also applies to any Updates or Pre-Production Releases of the Software unless such Updates or Pre-Production Releases are accompanied by a separate license agreement.You have been granted access to the Software pursuant to the Agreement between a customer of Revend (the “Customer”) and the Revend entity with whom the Customer has entered into the Order Form (“Revend”).  

1. Definitions

1.1 “Customer Data” means all information, materials and data provided or submitted by the Customer to Revend in the course of utilizing the Software;
1.2 “Device” means any physical or virtual environment, node, server, computer, or other digital workstation, electronic, cellular or smartphone, handheld computer, tablet PC, or computing equipment that runs, accesses, or utilizes the services of the Software.
1.3 “Documentation” means the user guides and manuals for the installation and use of the Software, whether provided in electronic, physical media, hard copy, or other form, and which may be modified by Revend from time to time in its sole discretion.
1.4 “End User Data” means the user data relating to the End User’s use of the Software: (i) Personal Data consisting of login details, IP address, e-mail address and (ii) any relevant technical user statistics (such as, without limitation, UUID of installation, wait times, browser version, location, library version, URL, operation system, screen resolution, time stamp, application version and the feature/section/subsection of the Software used by the End User).
1.5 “Hot Fix” means unreleased Software which has not been processed through a full QA cycle and which is designed to correct a specific defect in the Software.
1.6 “Intellectual Property Rights” means any and all now known or hereafter existing (i) patents, trade marks, service marks, trade secrets, rights associated with works of authorship, including copyrights and moral rights, design rights, know how, trade and business names, domain names, database rights, rental and lending rights and any other intellectual or industrial property or similar right throughout the world (whether registered or unregistered) and (ii) registrations, any applications for registration, renewals, extensions, continuations, divisions, reissues or improvements relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.
1.7 “License Certificate” means a document included with the Software that may provide, among other things, specific information regarding Capacity, name of Customer and the Customer Sites where the Software is licensed for use, Device identification and Named Users.
1.8 “License Fee” means the periodic license fee as specified in the Order Form payable by the Customer in consideration for the Customer’s use of the Software.
1.9 “License File” means a component of the Software that enables one or more components of the Software (for example, authorization keys) and that may also specify, among other things, the location of the designated Device(s) and the Customer. The License File also specifies the license parameters for the Software. Certain components of the Software may be licensed hereunder without a License File. For the avoidance of doubt, it is specified that such components are also licensed under the provisions of this EULA.
1.10 “Named User” means an individual person within the Customer’s organization who is registered and granted access by Customer in accordance with this EULA.
1.11 “Order Form” means the order form by which particular Software is ordered by or for Customer and by which Revend is advised of the location of the designated Device(s) and/or (ii) any order confirmation that may be issued by Revend acknowledging receipt or acceptance of, an order by Customer for particular Software. For the avoidance of doubt, this Order Form may be included in the Agreement.
1.12 “Personal Data” means any information relating to an identified or identifiable natural person as determined by the applicable data protection legislation.
1.13 “Pre-Production Release” means Software which has not completed Revend’s formal release requirements and includes beta software and Hot Fixes.
1.14 “Replaced License” means a License File and/or License Certificate that has been replaced or is superseded by another License File and/or License Certificate for the purpose of direct substitution.
1.15 “SLA” means the service level agreement as published by Revend from time to time.
1.16 “Software” means the Revend software provided by Revend as specified in the Order Form in object code (machine-readable) form only for which Customer is granted a license hereunder, the Documentation relating thereto and any Updates thereof.
1.17 “Term” means the term as described in the Order Form or, if applicable, the Agreement.
1.18 “Update” means: (i) supplemental programs for the Software, if and when developed and distributed by Revend in its sole discretion, that may contain bug fixes or improved program functions for the Software; and (ii) a subsequent release of the Software, if and when developed by Revend in its sole discretion, which Revend generally makes available for under the license. An Update shall not include options or future software products that are licensed by Revend under a separate license.

2. Software license
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2.1 Grant of License and Limitations
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In consideration of the timely and full payment of the License Fee and subject to End User’s compliance with its obligations under this EULA, End User is granted acces to the Software pursuant to the personal, restricted, non-transferable, non-exclusive, non-assignable, worldwide and limited license without the right to sublicense to use the Software during the Term between Revend and the Customer for the Customer’s internal business purposes in accordance with the Documentation, this EULA, Order Form and the Agreement, if any.The Software and Documentation are not sold to the End User. All rights not expressly granted to the Customer or the End User are reserved by Revend and its licensors.

2.2 License Restrictions
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2.2.1 Copy Restrictions
All rights, titles and interests in or to the Software or Documentation, including but not limited to any Intellectual Property Rights pertaining thereto, shall remain the exclusive ownership of Revend and its licensors. Unauthorized copying or use of the Software, the Documentation or any part thereof, is expressly prohibited.Except as expressly set forth herein, no express or implied license or right of any kind is granted to the End User.
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2.2.2 Use Restrictions
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End User does not acquire any rights, express or implied, other than those expressly granted in this EULA. End User may only use the Software as expressly permitted in this EULA, the Documentation, the Order Form and the Agreement, if any.To the extent permitted by applicable law, End User agrees that it will not, nor will End User permit others to:(i) reverse engineer, decompile, disassemble, modify, adapt or translate the Software, the Documentation or any component thereof or create derivative works based on the Software or the Documentation, unless with the explicit prior written consent of Revend;(ii) remove, obliterate, destroy, minimize, block or modify any logos, Intellectual Property Rights, digital watermarks, or other notices of Revend or its licensors that are included in the Software or Documentation;(iii) work around any technical or protective limitations in the Software or the Documentation;(iv) make more copies of the Software or Documentation;(v) disclose the Software or Documentation, including any application programming interfaces included in the Software;(vi) use or copy the Software or Documentation other than for the Customer’s internal business purposes and only as expressly authorized herein or(vii) transfer, sublicense, rent, lease, sell, lend, distribute or assign the Software or the Documentation or any part thereof, or any rights or duties under this EULA, to any other person or entity without the prior written consent of Revend, and such consent may be withheld in the sole discretion of Revend(viii) use the Software in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3. Term and Termination

3.1 Term
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This EULA is effective as of the moment the End User has accepted the EULA  (the “Delivery”) and shall automatically expire upon expiration or termination of the Term. This EULA and the license granted hereunder shall automatically and promptly terminate if Customer or End User breaches any provision of this EULA including but not limited to the failure to pay in full the License Fee when due.If Customer transfers the user rights granted herein or the Agreement to another party without written consent of Revend, this EULA and any user rights granted to Customer and/or End User herein are automatically terminated. Any attempt to sublicense, assign or transfer any of the right, duties or obligations hereunder is void.

3.2 Effect of Termination

Upon termination of this EULA or the Agreement, (i) End User and Customer will promptly cease any use of the Software, will promptly delete the Software, including the License File(s), from its computer and will either, in Revend’s sole discretion, return to Revend or destroy the Software, including the License File(s), Documentation, packaging and all copies thereof. In any event, the Customer will certify in writing to Revend the compliance with the foregoing. Termination of this EULA and return or destruction of the Software will not limit Revend from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all outstanding License Fees or other amounts that have accrued or are otherwise owed by Customer under this EULA, any Order Form, and/or the Agreement.Revend may verify whether Customer and the End User have complied with this Section. If such audit discloses that Customer or the End User have not complied with any of its obligations, then Customer shall be liable for all costs of such audit in addition to any other fees, damages and penalties Revend may be entitled to under this EULA, the Agreement and the applicable law.

4. Disclaimer

Revend makes no representations or warranties, express or implied, regarding the use or performance of the Software, including without limitation any implied warranties of merchantability, or fitness for a particular purpose. Other than as provided for in this EULA, the End User accepts the Software "as is". REVEND AND REVEND’S AUTHORIZED REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF ERRORS AND YOU ACKNOWLEDGE THAT THE EXISTENCE OF ANY SUCH ERRORS DOES NOT CONSTITUTE A BREACH OF THIS EULA. TO THE EXTENT PERMITTED BY LAW REVEND AND REVEND’S AUTHORIZED REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNLESS OTHERWISE STATED HEREIN. REVEND AND REVEND’S AUTHORIZED REPRESENTATIVES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE END USER REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE CORRECT. FURTHERMORE, REVEND AND REVEND’S AUTHORIZED REPRESENTATIVES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REVEND AND REVEND’S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE IN YOUR TECHNOLOGY ENVIRONMENT, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO YOUR OWN TECHNOLOGY ENVIRONMENT.

5. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVEND OR ITS LICENSORS, BE LIABLE TOWARDS THE END USER  FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS EULA, IRRESPECTIVE OF THE THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF REVEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVEND’S LIABILITY TOWARDS END USER FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING TO THE SOFTWARE OR THIS EULA (WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE OR WHETHER RELATED TO THE SOFTWARE OR ANY SUPPORT SERVICES) WILL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID TO REVEND IN THE FOUR (4) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO REVEND’S LIABILITY.SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO THE END USER. IN ANY EVENT NOTHING IN THIS EULA SHALL LIMIT OR EXCLUDE PARTIES’ LIABILITY FOR ANY DAMAGES RESULTING FROM (I) GROSS NEGLIGENCE, (II) WILFUL MISCONDUCT OR (III) FRAUD.

6. Indemnity
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End User agrees to defend, indemnify, and hold harmless Revend (and its officers, directors, employees and agents) from and against any Third Party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any End User Data infringing the rights of any Third Party (including infringement of intellectual property).

7. Customer data / data protection

To the extent necessary for the execution of any of Revend’s obligations set forth herein, the End User hereby authorizes Revend to use, copy, store, modify, transmit and display respectively any Customer Data or End User Data to the extent necessary to (i) provide and maintain the Software and (ii) research and development purposes, including but not limited to measuring and improving the effectiveness of Revend’s products and/or services.To the extent the End User Data would contain any Personal Data, Revend undertakes that it shall only collect, use, maintain and disclose any such Personal Data to any of its affiliates or affiliated companies for (i) providing information and allowing the End Users to access the Software, (ii) diagnosing technical problems and managing technical support and processing inquiries concerning the Software, (iii) the operation, evaluation and improvement of the Software (including the development of additional products and/or services, enhancing and improving the current Software, and/or (iv) analysis of the Software, quality control activities and performing internal business functions. In any event, Revend shall only collect, use, maintain and disclose any Personal Data in accordance with the applicable data protection legislation and the Data Processing Agreement.Revend shall take appropriate administrative, technical and organizational measures against unauthorized or unlawful processing of any Personal Data or its accidental loss, destruction or damage, access, disclosure or use. Other than as set out in this EULA, Revend shall not sell or otherwise disclose any Personal Data to third parties.If you are concerned or have any questions about your Personal Data, you have the right to request access to the Personal Data which Revend holds or processes about you. We will then provide you with information about the data that are being processed and on the source of those data. You have the right to request us free of charge to correct, erase or block any inaccuracies in your Personal Data if such Personal Data would be incomplete, inaccurate or processed unlawfully. You may withdraw your consent to the processing of your Personal Data by Revend at any time. To exercise your abovementioned rights or any other questions concerning your Personal Data, please contact us by e-mail at legal@revend.ai.

8. Assignment  - modification

This EULA will bind and inure to the benefit of Revend’s or Customer’s permitted successors and assigns. Revend may freely assign this EULA to any affiliate or affiliated company or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Revend’s assets or voting securities. Customer may not assign or transfer this EULA, in whole or in part, without Revend’s written consent. Further, no change or amendment to this EULA or the Documentation shall be effective unless agreed to by written instrument signed by a duly authorized representative of Revend. It being understood that Revend reserves the right to modify unilaterally and at any time the terms and conditions of this EULA. Any such amendments or changes will be made effective immediately upon Revend making such changes available on the Software or otherwise providing notice thereof to the Customer or End User for any use of the Software after such notification. A continued use of the Software by the Customer or the End User forms a tacit acceptance of the changes and amendments.

9. Force Majeure

Revend shall not be responsible for failures to fulfill its obligations under this EULA due to causes beyond its control.

10. Miscellaneous

If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this EULA shall otherwise remain in effect and the remaining provisions of this EULA shall nevertheless remain in full force and effect.No failure or delay by a party hereto in exercising any right, power or remedy under this EULA and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this EULA by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.Revend may assign its rights and duties under this EULA to any party at any time without notice to the End User. The End User may not assign this EULA without the prior written consent of the LicensorThe provisions of this EULA are for the benefit of Revend and its officers, directors, employees, agents, licensors and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against the End User on its own behalf. This EULA is also for the benefit of, and binds, the End User and its heirs, successors, legal representatives and permitted assigns.

11. Governing law and jurisdiction

This EULA shall be governed by the laws of Belgium, without regard to its conflict of law provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this EULA. The jurisdiction and venue for actions related to the subject matter hereof shall be the courts of the jurisdiction of Antwerp, Belgium.