Rever's End-User License Agreement

End-User License Agreement

This End-User License Agreement ("EULA") governs the terms of agreement between Rever, including its Affiliates, having its registered office in New Hampshire ("Licensor", "our", "us"), and the Individuals and/or Entities ("End-User," "you," "your") of the Service. It supplements the other agreements governing the use of Rever's Services (herein collectively referred to as "the Agreement") entered into between the Parties. Rever is engaged in the business of financial technology and artificial intelligence software, collectively referred to as the ("Software").

By accessing or using our Service, you acknowledge that you have read, understood, and agree to the practices described and you agree to be bound by this EULA. If you do not agree to any part of this Agreement, please discontinue the use of our Services.

The Licensor and the End-User are collectively referred to as the "Parties" and individually as a "Party". Any undefined terms in this document shall have the same meanings ascribed to them in the Agreement.

1. Acceptance of Terms

The User's right to access and utilize the Software is contingent upon their acceptance of and adherence to the terms outlined in this EULA. By accessing or using the Software, the User explicitly agrees to be legally bound by these terms and conditions. If the User finds any part of these terms unacceptable, they are required to refrain from accessing or using the Software.

2. Use of Services and Subscription Tiers

2.1 Account Creation

To fully utilize certain functionalities of our Services, you might be required to create an account. By doing so, you commit to providing accurate, current, and complete information during registration and to maintaining the accuracy and completeness of this information by updating it as necessary.

2.2 User Responsibilities

You are solely responsible for safeguarding your account credentials, including passwords, and for any activities conducted under your account. You must use our Services in a lawful manner, ensuring compliance with all applicable local, state, national, and international laws.

2.3 Free Trial

We offer a 30-day free trial. After the trial ends, if you do not subscribe to a Paid Subscription, your account will have read-only access for up to 30 days. You must export or download your data within this 30-day retention period. If you subscribe to the Paid Subscription within these 30 days, your data and services will be restored as-is and you can continue using the Services. If you do not subscribe within this period, your data will be permanently deleted and cannot be recovered. It is your responsibility to export your data within the applicable retention period. We are not liable for any loss of data if you fail to do so.

2.4 Paid Subscription

If your Paid Subscription expires or is cancelled, your account will retain read-only access for up to 90 days. During this time, you can export or download your data. If you reactivate your Paid Subscription within these 90 days, your data and access will be fully restored, and you can continue using the Services. If not, your data will be permanently deleted after the 90-day period. It is your responsibility to export your data within the applicable retention period. We are not liable for any loss of data if you fail to do so.

3. License

3.1 License Grant

Under the terms and conditions set forth in this EULA, the Licensor hereby grants to the End-User a license to use the Software strictly in object code form. This license is:

3.1.1 Non-transferable: The End-User may not transfer or assign the rights granted under this license to any Third-Party.

3.1.2 Non-sub-licensable: The End-User may not grant sub-licenses to Third-Parties.

3.1.3 Non-exclusive: The Licensor retains the right to license the Software to others.

3.2 Hosted Model

The license allows the Software to be utilized under Hosted with Rever Model: The Software is maintained and hosted on servers owned or operated by the Licensor, with the End-User accessing the Software remotely through network connections.

3.3 Subscription License

3.3.1 Single-User License: This license allows the End-User to access and operate the Software on one computer and one mobile device simultaneously.

3.3.2 Multi-User License: This license grants permission to use the Software concurrently across multiple devices, with the number of concurrent users limited to the number of licenses purchased. This license does not extend beyond the subscription period, and upon its expiration, the End-User must cease all use of the Software unless the subscription is renewed or another license agreement is executed.

3.4 Reservation of Rights

All rights not explicitly granted under this EULA are reserved by the Licensor. The End-User acknowledges and agrees that it may use the Software only as explicitly permitted under this EULA. The Licensor retains the right to:

3.4.1 Modify, delete, or amend any clause in this EULA.

3.4.2 Adjust the pricing for licenses or subscription renewals, with prior notice.

3.5 No Support, Upgrades, or Maintenance

Unless otherwise explicitly agreed in writing, the Licensor has no obligation to provide updates, upgrades, bug fixes, support, maintenance services, or consultancy services related to the Software.

4. Limitations on Use

The End-User agrees to refrain from the following activities with respect to the Software and online subscription services unless such actions are expressly permitted by this EULA or by applicable law:

4.1 Reverse Engineering

The End-User shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or any other proprietary information embedded within the Software. Modifying, adapting, translating, or creating derivative works from the Software is strictly prohibited.

4.2 Copying and Integration

Copying, reproducing, or merging the Software with other software products is not allowed without obtaining prior written consent from the Licensor.

4.3 Disclosure and Demonstration

The End-User is not permitted to disclose, demonstrate, or otherwise make the Software available to any Third-Party without explicit permission.

4.4 Hosting and Redistribution

Renting, leasing, sublicensing, lending, reselling, or hosting the Software or online subscription services for Third-Party use is forbidden unless specifically authorized in this EULA.

4.5 Competitive Use

The Software must not be used to develop, market, or promote any competing product or service that performs similar primary functions to those of the Software or the online subscription Services.

4.6 Export Controls

The End-User is expressly prohibited from exporting or re-exporting the Software to any country restricted under applicable export control laws, including but not limited to those governed by the United States Export Administration Act and associated regulations.

4.7 Prohibited Content

The Services must not be used to transmit or share material that is unlawful, harassing, libelous, privacy-invasive, abusive, threatening, or otherwise objectionable. These limitations are intended to protect the intellectual property rights of the Licensor, ensure the integrity of the Software, and maintain the confidentiality of proprietary technologies. Violation of these restrictions may result in immediate termination of the license and may expose the End-User to legal action.

5. Acceptance of Third-Party Terms

The End-User acknowledges that during the installation of the Software, they may be prompted to install Third-Party Software. By proceeding with the installation of such Third-Party Software, the End-User agrees to abide by the terms governing that software. This EULA applies whether the End-User explicitly reviews the Third-Party terms or not. Installation alone is deemed as full acceptance of these terms.

6. Compliance with Laws

Both Parties are obligated to comply with applicable Data Protection Laws as detailed in the Privacy Policy and ensure robust safeguards for personal and confidential information. Each Party must implement administrative, physical, technical, and organizational measures to secure this data. The End-User bears responsibility for ensuring the Software's security measures align with the intended use and are sufficient for managing any stored, hosted, or processed personal and other sensitive data.

7. Term and Termination

7.1 Term of Agreement

This EULA commences on the date the User first accepts it (the "Effective Date") and remains in effect until subscriptions under this EULA have expired or been terminated in accordance with its terms.

7.2 Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable purchase order/email/invoice/receipt. Unless otherwise stated in the purchase order/email/invoice/receipt, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either Party cancels the renewal before the end of the current subscription term.

7.3 Termination

Either Party may terminate this EULA for cause under the following conditions:

7.3.1 Upon thirty (30) days' written notice to the other Party of a material breach, if such breach remains uncured at the end of the notice period.

7.3.2 If the other Party becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors.

7.4 Termination by Licensor

The Licensor may terminate this EULA if:

7.4.1 The User fails to meet its payment obligations under the agreed terms.

7.4.2 A receiver or administrator is appointed over the User or any part of its assets, or the User passes a resolution for winding up (other than for a bona fide scheme of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes such an order, or the User becomes subject to an administration order, enters into a voluntary arrangement with creditors, or ceases or threatens to cease conducting its business.

7.5 Consequences of Termination

Upon termination of this EULA for any reason:

7.5.1 The license granted by the Licensor under this EULA shall immediately terminate without further notice, and the End-User shall cease all use of the Software and refrain from any further activities related to it.

7.5.2 Any remaining License Fee installments due after the termination date shall become immediately payable by the End-User, and the Licensor shall have no obligation to refund any portion of the License Fee.

7.6 Suspension for Non-Compliance

Notwithstanding other available legal remedies, the Licensor may, in its sole discretion, limit the User's activity by temporarily or permanently suspending access to the Software, terminating User membership, or refusing access to the Software, under the following circumstances:

7.6.1 If the User breaches any of the terms of this EULA or Licensor's terms of use.

7.6.2 If the User provides inaccurate, incomplete, or incorrect information.

7.6.3 If the User's actions cause harm, damage, or loss to other Users or the Licensor.

7.6.4 If the User engages in illegal or unauthorized use of the Software.

8. License Fee

8.1 Fee

The End-User agrees to pay the License Fee to Rever, as per the subscription model selected. The License Fee is due in advance, and upon receiving the Fee the subscription will commence. Invoices will be generated electronically and sent via email in soft copy format. Once paid, the License Fee is non-refundable, except as specifically agreed upon in writing by the Licensor. ("License Fee") refers to the monetary amount charged by Rever to the User for the right to use the Software under the terms of the EULA.

8.2 Taxes

All payments due under this EULA are exclusive of any applicable taxes, duties, or levies that may be imposed by the government. The End-User is responsible for paying any such taxes in addition to the License Fee, at the rate and in the manner prescribed by the applicable law.

8.3 Withholding of Taxes

If local law requires the End-User to withhold any taxes from the amount payable to the Licensor, the End-User shall withhold such taxes and remit the remaining balance to the Licensor. The End-User must provide the Licensor with relevant tax certificates for the withheld taxes. In the event that the End-User fails to provide these certificates in a timely manner, the End-User will be responsible for paying the equivalent amount of the withheld tax to the Licensor.

8.4 Payment Terms

Payments must be made in full, without any setoffs, deductions, or counterclaims, unless otherwise agreed in writing by Rever. The End-User must notify the Licensor of any discrepancies in invoicing within seven (7) days of receipt. Both Parties will then work together to resolve any invoicing issues within a reasonable timeframe.

8.5 Non-Refundability

Once the License Fee has been paid, it is non-refundable, unless expressly agreed in writing by Rever.

9. Representations and Warranties

9.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Party that:

9.1.1 Each Party is duly incorporated, organized, and existing under the laws applicable to its jurisdiction and is in good standing.

9.1.2 The execution, delivery, and performance of this EULA by each Party are duly authorized, and the Party has the necessary power to perform its obligations under this EULA. This EULA, upon execution, constitutes a valid, binding, and enforceable obligation of each Party, in accordance with the Agreement.

9.1.3 The execution, delivery, and performance of this EULA and the transactions contemplated by it will not:

a) Violate any provision of the Party's organizational or governance documents.

b) Violate or conflict with any agreement that the warranting Party may have with any person.

c) Violate any court order, injunction, judgment, or decree that affects the Party's business, assets, or operations.

d) Violate any applicable law, regulation, or rule.

9.2 Licensor's Warranties and Limitations

The Licensor makes the following express warranties, which are exclusive and in lieu of all other warranties, conditions, and representations, whether expressed or implied by law, trade usage, or any other source:

9.2.1 The Licensor does not warrant or guarantee that the Software will meet the End-User's specific requirements or that its use will be uninterrupted or error-free.

9.2.2 The Licensor does not warrant that defects or errors in the Software will be corrected.

9.2.3 To the fullest extent permissible by law, the Licensor excludes all implied warranties, including any warranty of merchantability, satisfactory quality, or fitness for a particular purpose.

9.3 User Covenants

The User agrees to the following:

9.3.1 The User shall not re-license or transfer any rights related to the Licensed Software to any Third-Party without prior written consent from Rever.

9.3.2 The execution and performance of this EULA do not conflict with or breach any existing agreements, contracts, or commitments of the User.

9.3.3 As of the Effective Date, there are no pending or threatened legal actions that could materially affect the User's ability to perform under this EULA.

10. Indemnity

10.1 Indemnification by End-User

The End-User agrees to defend, indemnify, and hold harmless Rever, its affiliates, officers, directors, employees, agents, successors, and permitted assigns (collectively referred to as the "Indemnified Parties") from and against any losses, claims, costs, expenses, liabilities, or damages arising directly from the following:

10.1.1 Any wrongful acts, omissions, or breach of this EULA by the End-User, or its employees, agents, representatives, or contractors.

10.1.2 Any violation of applicable law by the End-User.

10.1.3 Any negligence, willful misconduct, or wrongful act or omission by the End-User, its employees, agents, or contractors in relation to the use of the Software.

10.1.4 Any Third-Party claims arising out of or relating to any Third-Party agreement, including but not limited to claims regarding the Software.

10.1.5 Any use of the Software by the End-User that infringes, violates, or misappropriates the Intellectual Property rights of Rever or any Third-Party.

10.2 Defense of Claims

The End-User shall promptly notify Rever of any claim, action, or suit brought by a Third-Party for which the End-User may be required to indemnify Rever. The End-User shall assume control of the defense and settlement of such claims, at its own expense, provided that Rever shall have the right to participate in the defense and settlement with counsel of its choice, at its own expense. Rever shall reasonably cooperate with the End-User in defending any such claims, at the End-User's expense.

11. Limitation of Liability

In no event shall Rever be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

(i) your access to or use of or inability to access or use the Services

(ii) any conduct or content of any Third-Party on the Services

(iii) Any content obtained from the Services

(iv) Unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Rever has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose

11.1 Exclusions from Limitation of Liability

The exclusions and limitations of liability of Indemnifying Party's liability contained in this EULA will not limit or exclude their liability for:

11.1.1 Death, personal injury, damage to tangible property or fraud beyond the extent permitted by applicable laws.

11.1.2 Any matter that may not otherwise be limited or excluded by applicable laws.

11.2 Maximum Liability

The total aggregate liability of Rever to the End-User, for any and all claims arising out of or in connection with this EULA, including but not limited to claims related to the Software, shall be limited to direct damages only. Under no circumstances shall Rever's liability exceed the License Fees paid by the End-User in the three (3) months preceding the date the cause of action arises.

11.3 Disclaimer

11.3.1 Disclaimer of Warranties: Except as expressly provided in this EULA, the Software is provided to the End-User "as-is" and "as available." Rever does not make, and hereby disclaims, any representations or warranties of any kind, whether express, implied, statutory, or otherwise. This includes but is not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Rever further disclaims any warranty that the Software will meet the End-User's specific needs or expectations, be free of errors, or operate without interruption. Rever does not warrant that any defects or errors in the Software will be corrected. The End-User acknowledges that the Software may contain limitations, and their use of the Software is at their own risk.

11.3.2 Viruses and Malware: The End-User is responsible for conducting appropriate virus and malware scans of the Software prior to installation and use. Rever does not guarantee that the Software is free from viruses, worms, or other malicious code, and the End-User accepts full responsibility for ensuring the security of its own systems.

12. Intellectual Property Rights

12.1 Ownership of Intellectual Property

The End-User acknowledges and agrees that all rights, title, and interest in and to the Intellectual Property rights related to the Software are exclusively owned by Rever, and not by the End-User. The End-User acknowledges that no title or ownership of any Intellectual Property rights is transferred to the End-User under this EULA. The End-User will not claim any rights, express or implied, to any Intellectual Property rights related to the Software. Should the End-User create any derivative works based on the Software, such works shall be the exclusive property of Rever, and the rights to such works shall immediately vest with Rever. Rever retains the sole discretion to grant or withhold rights to use such derivative works.

12.2 Use of Marks

The End-User is prohibited from using any trademarks, service marks, business names, or logos (collectively, "Marks") of Rever or its affiliates without prior written consent from Rever. This includes any use of Marks on social media, marketing materials, or other public platforms. Unauthorized use of such Marks will constitute a breach of this EULA.

13. Confidentiality

13.1 Confidential Information

For the purposes of this EULA, "Confidential Information" refers to any non-public, proprietary information, data, or material disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or through any other medium, that is marked as "confidential" or "proprietary" or which, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. This encompasses details about the Software including algorithms, source codes, object codes, design specifications, technical data, features, and functionalities not publicly known; business strategies, customer lists, pricing structures, marketing plans, and financial information; information on research, development, inventions, or future products or services; any Third-Party Confidential Information the Disclosing Party is bound to keep confidential; and any discussions, negotiations, or communications related to this EULA or the business relationship between Rever and the End-User.

13.2 Exceptions to Confidentiality Obligations

The confidentiality obligations under this EULA will not apply to disclosures that meet any of the following conditions:

13.2.1 The Confidential Information becomes publicly available without fault of the End-User or its representatives, or as a result of a disclosure not violating this EULA.

13.2.2 Disclosure required by law, regulation, legal process, government regulations, judicial or regulatory actions, or applicable accounting principles. In such cases, the Party required to make the disclosure must, where practicable, notify the other Party in advance and take reasonable measures to protect the confidentiality of the disclosed information.

13.2.3 Confidential Information does not include information that becomes publicly available through no fault or breach by the Receiving Party.

13.2.4 Information already in the Receiving Party's possession without restrictions before disclosure.

13.2.5 Information independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

13.2.6 Information received from a Third-Party without any confidentiality obligation and without breaching this EULA or any other agreement.

13.3 Confidentiality Obligations

The Receiving Party agrees to use the Confidential Information only to fulfill its obligations under this EULA, taking reasonable measures to prevent unauthorized use or disclosure, at least to the same extent they would protect their own Confidential Information, but no less than a reasonable standard of care.

14. Governing Law and Jurisdiction

This EULA, along with any agreement entered into between Rever and the User, shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States of America, without giving effect to any principles of conflicts of law. Any dispute, controversy, or claim arising out of or relating to this EULA, including but not limited to questions regarding its existence, validity, or termination, shall first be attempted to be resolved through good faith negotiations between the Parties. For any disputes that are not resolved through negotiation, the exclusive jurisdiction for any legal actions or proceedings arising out of or in connection with this EULA or any unresolved disputes shall lie with the state and federal courts located in New Hampshire, United States of America.

15. General Provisions

15.1 Entire Agreement

This EULA, along with any referenced policies or additional agreements, constitutes the entire agreement between you and Rever regarding your use of the online subscription Services. It supersedes all prior understandings, communications, and agreements, whether oral or written, relating to the subject matter of this EULA.

15.2 Amendments

Rever may update or amend this EULA from time to time. If material changes are made, Rever will notify you either via email or through a prominent notice within the Software. Continued use of the Software after such changes constitutes your acceptance of the revised EULA.

15.3 Severability

If any provision of this EULA is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that reflects the original intent to the greatest extent permitted by law.

15.4 Assignment

You may not assign or transfer this EULA or any rights under it without the prior written consent of Rever. Rever may assign or transfer its rights and obligations under this EULA without restriction, including in the event of a merger, acquisition, or sale of assets.

15.5 Waiver

No waiver of any term or provision of this EULA shall be valid unless in writing and signed by the Party against whom the waiver is to be enforced. The failure or delay of any Party in exercising any right, power, or privilege under this EULA shall not be deemed a waiver of that right, power, or privilege, nor shall any single or partial exercise of any right, power, or privilege preclude the further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege under this EULA.

15.6 Force Majeure

Except for the payment obligations for services already rendered, neither Party shall be liable for non-performance of its obligations under this EULA if such non-performance is due to a force majeure event, including but not limited to strikes, acts of God, government actions or restrictions, supplier failures, acts of war or terrorism, or any other event beyond the reasonable control of the non-performing Party. In such cases, the time for performance shall be extended by the duration of the force majeure event.

15.7 Notice

Rever may provide any notice to the End-User under this EULA by sending a message to the email address associated with the End-User's account. Such notices sent via email will be effective when sent. It is the responsibility of the End-User to ensure that their email address is kept current. The End-User will be deemed to have received any email sent to the email address then associated with their account at the time of transmission, regardless of whether the End-User actually receives the email. To give Rever notice under this EULA, the End-User must contact Rever via email legal@rever.ai

15.8 Relationship

Rever and End-User are independent Parties, and this EULA shall not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

15.9 Consent by End-User

The End-User hereby grants express consent and acknowledges that Rever will retain/store End-User data and confidential information, of any nature (either wholly or partially), in Rever's servers or cloud or otherwise in any other medium as may be transmitted/processed/passed through the Software.

15.10 E-Agreement

By creating an account and using the software, the End-User accepts this EULA. The End-User confirms that they are legally entitled and eligible to enter into this agreement, agree to be bound by and comply with its terms, and that the individual accepting this EULA on their behalf is an authorized representative with the legal authority to bind the End-User to these terms.

15.11 Contact Information

If you have questions or concerns regarding this EULA, please contact:

Email: legal@rever.ai