1. Agreement

1.1. This is an Agreement between you (“Customer”) and ReveniQ Limited (“ReveniQ”) regarding the use of the ReveniQ software as a service and/or hardware, which purpose is to provide business data analytics via the ReveniQ cloud platform from equipment installed at the customer’s designated sites. The Software as a Service purchased is confirmed on the invoices received. According to the specific purchased plan in the invoice, the Customer will be designated an account and a specific ReveniQ cloud platform set of functionalities.

1.2. By accessing or using our information the Customer is accepting: (a) To be bound by our terms and conditions contained in this agreement and posted on our website, and (b) All details contained on an exchange of emails, order confirmation and invoice.

2. Products and Applicability

2.1 This agreement applies to the online ReveniQ software as a service and relative plans. It also applies to ReveniQ apps developed by ReveniQ that provide functionality such as contacts, recommendations, and news that are included with and are a part of ReveniQ. If this agreement contains terms regarding a feature or service not available on your online software, then those terms do not apply.

2.2 Additional ReveniQ and third-party terms may apply to your use of certain features, services, and apps, depending on your hardware capabilities, how it is configured, and how the Customer uses it. Please be sure to read them. Some ReveniQ apps provide an access point to or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies. The Customer can view these terms and policies by looking at the service terms of use or the app’s settings, as applicable. The services may not be available in all regions.

2.3 ReveniQ may include additional apps, which will be subject to separate license terms and privacy policies. The software and apps may include third-party programs that are licensed to you under this agreement, or under their own terms.

2.4 Data privacy and data protection are of high priority for ReveniQ which implements security processes to maintain data confidentiality. ReveniQ reserves the right to research and use the data collected for the enablement of other functionalities and services for the benefit of customers.

3. Ownership

3.1 Nothing in this Agreement shall constitute a transfer of any proprietary right by ReveniQ to Customer.  The Services may be protected by patent, copyright, and other intellectual property laws.  ReveniQ owns and retains all rights, titles, and interests in and to the intellectual property rights in the Services and any enhancements, modifications, or derivative works thereof.

3.2 ReveniQ retains ownership of its Confidential Information and ReveniQ exclusively owns all rights, titles, and interest in and to the Services and any derivative works and work products conceived, originated, or prepared in connection with the Services.

3.3 Customer agrees that ReveniQ will retain sole ownership of all Intellectual Property features, development of the software platform, and any enhancement even if the feature was suggested, paid for, or requested by Customer and if it has become incorporated into the Services.

3.4 The Customer agrees that the platform and all developed features and upgrades are non-exclusive, and it is at the sole discretion of ReveniQ to offer specific features and plans to customers.

3.5 Services contain the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (“Intellectual Property”) of ReveniQ. ReveniQ owns and retains all proprietary rights in the Services, including all software tools and functionality provided through the Services that it supports.

4. Customer Data and Warranties

4.1 The customer alone is responsible for the accuracy, quality, integrity, legality, reliability, suitability, and intellectual property rights in the use of all Customer Data uploaded or transmitted by the Customer to the Service, and neither ReveniQ nor its suppliers will be responsible for its elimination, correction, destruction, damage, loss or error arising during the storage of the Customer Data.

4.2 The customer alone is responsible for Customer Data, for the use of the Customer Data and to make sure that any activities in connection with the Service do not violate, infringe, or misappropriate any third party’s rights.

4.3 Any Customer Data may be retained, deleted, and/or discarded on notice to Customer if the Customer fails to fulfill any of its obligations or breaches any conditions of this Agreement, including without limitation the obligation to pay fees for the Service

4.4 The ReveniQ Service is provided “as is” and all other implicit or explicit conditions, representations, and warranties, whether legal or of any other kind, including without limitation warranty of merchantability, satisfactory quality, or fitness for a particular purpose or non-infringement, are disclaimed to the maximum extent permitted by the applicable law.

4.5 There is no warranty that the Service will be uninterrupted or error-free; nor any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, reliability, or content of any information or services contained in or provided through the Service. You agree not to hold ReveniQ liable for the content or loss of any data transferred either to or from you by you via the Service.

4.6 For purposes of maintenance, statistics, and for developing, improving, and providing ReveniQ’s products and services, the data read from the Customers may be randomly and anonymously recorded and processed by ReveniQ and its technology suppliers.

5. Agreement Period

5.1. This Agreement shall be in force for the term set out on the accepted quote/invoice, which for software as a service is a minimum of one month unless a different agreement has been provided by ReveniQ and shared with the Customer by email or in the invoice.

5.2 The Commencement date of the agreement is set out on the date the Customer receives credentials to access the dashboard.

5.3. From time to time ReveniQ may make alterations to the Data or service that the Customer enjoys and pricing associated with the service. ReveniQ will take all reasonable steps to inform you of these changes with as much warning as possible. You might be contacted during this Agreement period regarding new developments and products.

6. Evergreen

6.1 The software-as-a-service subscription value is calculated each month or year(s) depending on the Customer’s use of the Services and may include subscription fees for the remainder of the Customer’s applicable billing period and overage fees for the prior month and according to your specific agreement.

6.2 The subscription and agreement terms will automatically renew for an additional number of years/months as specified in the item description of the invoice unless terminated by either party. A customer can request a cancellation via Intercom in-app message or by giving written notice by email to [email protected]. For annually and semesterly rolling licences, renewal cancellation requests must be sent by the customer to ReveniQ at least 90 days before the renewal anniversary. For monthly and quarterly rolling licences, renewal cancellation requests must be sent by the customer to ReveniQ at least 60 days before the end of the renewal period.

6.3 By providing credit card information and agreeing to purchase any ReveniQ Services, the Customer hereby authorises ReveniQ (or its designee) to automatically charge Customer’s credit card on the same date of each calendar month/year (or the closest prior date, if there are fewer days in a particular month/year) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. The Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month/year.

6.4 The customer agrees that the subscription is payable for all the registered data points (or data feeds) as shown on the platform and according to the subscribed pricing plan for as long as ReveniQ has not received a termination notice from the customer and the platform is available through web login even in the case the platform showing historical data only.

7. Charges and Payment

7.1. In consideration of ReveniQ providing you with the Services, materials, and information you agree to pay the amount specified in your order confirmation on the times and dates specified therein. For hardware and software purchases, unless otherwise specified in the Order Confirmation or invoice all payments must be made upfront.

7.2 Elastic Pricing: The ReveniQ technology allows the Customer to activate/deactivate users and plans as required and pay for what is active in a given year, while the minimum activation period for a given point is one year.

7.3. The Customer agrees that ReveniQ may review the Standard prices for the Service. Any price increase to the Standard price would only come into effect at the time of annual/monthly renewal or upon the start of a new agreement. ReveniQ will give you one month’s notice of any increase in the monthly standard price and at least two months’ notice of the said increase before the renewal of each twelve-month Agreement period.

7.4. The price for the Service shall be exclusive of any value-added tax, which amount you will pay in addition to when it is due to pay for the Service.

7.5. If the Customer fails to pay ReveniQ any sum due under the contract, the Customer shall be liable to pay interest to ReveniQ on such sum from the due date for payment at the annual rate of 7% above the base lending rate from time to time of ECB, accruing daily until payment is made, whether before or after any judgment. ReveniQ reserves the right to claim interest under the EC (Late Payment in Commercial Transactions) Regulations 2002.

7.6. If payment is not successfully settled due to the expiration of a credit card, insufficient funds, or otherwise, the Customer remains responsible for any amounts not remitted to ReveniQ and ReveniQ may, in its sole discretion, either (i) invoice the Customer directly for the deficient amount, (ii) continue billing the credit card once it has been updated by the Customer (if applicable) or (iii) terminate this Agreement.

8. ReveniQ’s Proprietary Rights

8.1. Except as expressly provided herein access to the SaaS and use of it, ReveniQ does not grant the Customer any technology and database rights or rights in the copyright, trademarks, or any other intellectual property rights of ReveniQ or any third party.

8.2. The information, ReveniQ materials, and database made available to you are protected by copyright and other intellectual property rights.

8.3. ReveniQ and associates reserve full rights to use the data in the database to provide extra services such as recommendations on saving actions, market information, and new hardware or software services that may be governed by separate terms, as applicable. The customer owns any data fed to the platform and has the full right to delete it at any time in accordance with GDPR rules.

8.4  ReveniQ reserves full rights to use and create analytics from the received data to improve the platform and provide services to customers derived from uploaded data.

9. Obligations and Limitations of Liability

9.1. Specifically, ReveniQ gives the Customer no warranty or assurance about the contents of the information, materials, or database. Whilst ReveniQ does endeavour to maintain the accuracy and quality of the information, materials, and database, they may be incorrect due to changes out of our control. Therefore any use the Customer makes of the information, materials, or database is at the Customer’s own risk.

9.2. ReveniQ disclaims all liability in the contract (including negligence) or otherwise in connection with the Service for any indirect, incidental, third-party, special or consequential loss, loss of profit, revenue, savings, or data which may result from the use, delays in use, or inability to use the Service.

9.3. ReveniQ’s entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any month (considered retrospectively from the date on which the course of action arose) shall not exceed an amount equal to the sums payable by the Customer to ReveniQ in respect of that month.

9.4. Nothing in this clause 7 or any other provision of this Agreement shall seek to exclude or limit liability for death, personal injury, or fraudulent misrepresentation.

9.5. If ReveniQ believes that the Customer has breached any provision of this Agreement or in the event of Customer’s insolvency or bankruptcy, ReveniQ may, with immediate effect and without notice, terminate this Agreement or suspend access to the Service.

10. Suspension and Termination of Recurring Billing

10.1 If Customer’s account is fourteen (14) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), ReveniQ reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. ReveniQ also reserves the right to suspend Customer’s access to the Services without liability to Customer if Customer’s use of the Services is in violation of the acceptable use policies.

10.2 Customer agrees that in case of Suspension or Termination of this Agreement, ReveniQ may stop the data acquisition and will have no liability in case of data loss, Customer access loss to the platform, or any other inconveniences caused.

10.3. To terminate a Customer agreement with ReveniQ Customer must send an email to [email protected] or use the In-app Intercom support tool. The agreement will be terminated immediately or by the end of the agreement period. A termination notice can also be served by recorded first class post to the registered address ReveniQ (*)

10.4. To activate or deactivate points, the Customer must either send a notice to [email protected] with the unique reference number of the points or use the Admin functionality provided (only for point activation). The Customer Success team will strive to deactivate points within 2 working days. Deactivated points will be charged until the end of the monthly subscription or their minimum activation period as agreed.

11. Effect of Termination

11.1. On termination of this agreement for whatever reason, Customer must take reasonable steps to delete any proprietary ReveniQ information, and neither the Customer nor any third party will make any further use of the platform, any information, and technical and commercial materials.

11.2. Upon termination clauses 4, 5, 7, 9, and 12 shall continue with full force and effect.

12. Customer’s Obligations and Conduct

12.1. Apart from giving dashboard access to Customer’s customers, any information, materials, and technical know-how available to the Customer are provided solely for Customer’s use and the Customer agrees will not, without our written permission, transfer or sell or attempt to transfer your Customer Admin access to or use of the information, materials, or cloud admin platform or any of your Customer rights or obligations under this Agreement to any other person/company unless: (a) That use is the purpose for which the Customership has been granted for, or (b) It is expressly permitted by ReveniQ in writing.

12.2. During this Agreement Customer agrees not to: (a) Use the cloud platform, admin platform, information, materials, or database fraudulently, in connection with or for purposes of a criminal offense, or otherwise unlawfully; (b) Attempt to gain unauthorised access to the information, materials, database or cloud platform or other networks connected to the cloud platform, through any means whatsoever; or (c) Modify any of the information, materials, database or any part of the cloud platform.

12.3. The ReveniQ hardware is solely for use with the ReveniQ services. During and after this agreement the Customer agreed not to reverse engineer any code, modify, re-use, internally examine, repair, or attempt repair of the ReveniQ hardware and software.

13. Indemnity

13.1. Customer agrees to indemnify, defend and hold ReveniQ, its parents, subsidiaries, affiliates, officers, and employees harmless from any loss, cost, damage, claim, award or demand, including reasonable legal fees: (a) Made by any third party or incurred or suffered by ReveniQ or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Service in breach of this agreement or negligence or (b) Made by the Customer’s customer relying on the contents of the information, materials or in any other way connected to the provision of the Service.

14. Force Majeure

14.1. ReveniQ will not be liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of ReveniQ, including without limitation Internet outages, communications outages, fire, flood war or act of God.

14.2. These terms shall survive any termination of this Agreement.

15. Confidential Information

15.1 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any ReveniQ Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of ReveniQ without any marking or further designation.

15.2 Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for ReveniQ, the subcontractors (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section.

15.3 The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it before receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

16. Governing Law; Dispute Resolution

16.1.Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort, or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to ReveniQ it must be emailed to [email protected] and sent via mail to:

Attn: Managing Director, ReveniQ Ltd. – 7 Hamilton Street, Dublin 8, Republic of Ireland.

16.2. Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

16.3 Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS International 70 Fleet Street, London, EC4Y 1EU, United Kingdom. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests, and whether any or all of the claims appear, based on the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.

The arbitration will occur in Dublin, Ireland, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.

The arbitrator will issue a ruling in writing. The arbitrator shall resolve any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement. To the extent state law is applicable, the arbitrator shall apply the substantive law of Ireland.

All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

16.4 Regarding the choice of Law and Jurisdiction, FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS SERVICE OF IRELAND, DUBLIN JURISDICTION. IN ANY DISPUTE, THE IRISH LAW SHALL APPLY.

16.5 Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH Customer AND ReveniQ AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

16.6 Injunctive Relief. Notwithstanding the above provisions, ReveniQ may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

17. Password and Security

17.1. ReveniQ will provide the Customer with an account name with a unique username and password to enable the Customer to access the service via a designated cloud platform. According to the purchased plan, the Customer may have the right to create multiple users and assign access rights and plans to those users.

17.2. The Customer agrees that: (a) the Customer is responsible for maintaining the confidentiality of usernames, passwords, and account details, be fully responsible for all activities of users and end customers, passwords or accounts created. And (b) Customer will immediately notify ReveniQ of any unauthorised use of the platform, username password, or account.

18. Miscellaneous

18.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.

18.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement

18.3. The failure of ReveniQ to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. This Agreement constitutes the entire agreement between Customer and ReveniQ in relation to the Service.

18.4. Notwithstanding any other term of this agreement, ReveniQ does not limit or exclude liability for death or personal injury arising from its negligence

18.5. The ReveniQ website platform gives access to speak to other users and offers links to useful sites. The majority of content posted on the ReveniQ communities is created by members of the public. The views expressed are theirs and unless specifically stated are not those of the ReveniQ. ReveniQ is not responsible for any content posted by members of the public on www.ReveniQ.com or for the availability or content of any third party sites that are accessible through the ReveniQ online services. Any links to third parties from the ReveniQ website does not amount to any endorsement of that site by ReveniQ and any use of that site by Customer is at Customer’s own risk.