Reval Inc.

Reval Master Services Agreement

Definitions

Affiliate means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
Applicable Laws means all existing and future federal, state, provincial, regional, territorial and local laws, international treaties, statutes, statutory instruments, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other office releases, guidelines, and policies with the force of law, of or by any government, or any governmental authority, department, or agency thereof (including all federal and state banking laws, regulations, guidance, and policies), or any court of competent jurisdiction that are applicable to the parties in their performance of their obligations or exercise of their rights under the Agreement.
Authorized User has the meaning set forth in Section 2.2.
Confidential Information has the meaning set forth in Section 10.1.
Customer has the meaning set forth in the applicable Order Form.
Customer Data means information, data, and other content, in any form or medium, that is downloaded, or otherwise received by the Platform, directly or indirectly (including via a third-party provider), from Customer (including from an Authorized User on Customer’s behalf), or provided by Customer to Reval to input into the Platform.
Derivative Data has the meaning set forth in Section 3.4.
Documentation means any end user technical documentation provided by Reval for the Platform.
Feedback has the meaning set forth in Section 4.2.
Fees has the meaning set forth in Section 5.1.
Order Form means a written document or electronic form, including any purchase order, statement of work, or other such documentation, that details the Platform, including quantities, specifications, pricing, payment terms, and any other pertinent terms and conditions agreed upon by both parties.
Output means any output provided to Customer by the Platform, including responses and content produced by the Platform.
Personal Data means any data or information that is linked or reasonably linkable to an identified or identifiable natural person.
Process or Processing means any operation or set of operations performed, whether by manual or automated means, on information or on sets of information, such as the collection, use, storage, disclosure by transmission, dissemination or otherwise making available, alignment or combination, analysis, restriction, deletion, or modification of information.
Platform means Reval’s language learning application.
Reval means Reval, Inc., with offices located at 1160 Battery St Suite 100, San Francisco, CA 94111.
Reval Technology has the meaning set forth in Section 4.1.1.
Third Party Services has the meaning set forth in Section 3.5.
Usage Data has the meaning set forth in Section 3.4.

Reval Platform and Services

Access to Platform Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of the Agreement Reval hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14.1) right to access and use the Platform during the Subscription Term for its internal business purposes, solely for use by Authorized Users in accordance with the Documentation and the terms and conditions herein.
Authorized Users Customer may permit Customer’s employees, agents, independent contractors, and consultants to use the Platform on Customer’s behalf (the “Authorized Users”), provided Customer remains responsible for the acts and omissions of each such Authorized User. If Customer is given passwords to access the Platform on Reval’s systems, Customer shall require that all Authorized Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer’s accounts and passwords.
Use by Affiliates Each of Customer’s Affiliates will be entitled to access and use the Platform in accordance with the terms and conditions of these Product Terms; provided that such Affiliate executes a separate Order Form with Reval.
General Restrictions Customer shall not, and shall not allow any third party (including any Authorized User) to: (a) sell, rent, lease or use the Platform for time sharing purposes; (b) use the Platform to help develop, or help provide to any third party, any Platform or service similar to or competitive with the Platform; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Platform; (d) copy, modify or create derivative works from the Platform or any Documentation; (e) remove or obscure any copyright or proprietary or other notice contained in the Platform or Documentation; (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (g) access or use the Platform in a manner intended to circumvent or exceed service account limitations or requirements; (h) use any Platform in a manner that violates any Applicable Law, regulation, or legal requirement or obligation; (i) use any Platform in violation of any third-party rights of privacy or intellectual property rights; (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Platform; (k) post, upload, transmit or provide any Customer Data that Reval reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; (l) attempt to gain unauthorized access to the Platform or its related systems or networks; (m) utilize any machine learning Platform in connection with the use of the Platform; or (n) use the Platform except as expressly permitted by the Agreement.
Output
1. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, Customer may use the Output for any purpose in compliance with Applicable Law, on a royalty-free basis, provided that Customer acknowledges and agrees: (a) that Customer’s use of the Platform and the Output does not transfer to Customer ownership of any intellectual property rights in the Platform and that (b) Reval may, by notice to Customer at any time, limit Customer’s use of the Output or require Customer to cease using certain Output (and delete any copies of them) if Reval forms the view, in Reval’s sole and absolute discretion, that Customer’s use of the Output may infringe the rights of any third party. Customer must not, and must ensure that its Authorized Users do not, remove, minimize, block or modify any logos, copyright or other notices included in the Output, and must provide attribution to Reval with respect to Customer’s use of the Platform or Output as described in the Platform, the Agreement, or otherwise instructed by Reval in writing. Customer and its Authorized Users are not permitted to download Output or other information from the Platform other than through download functionality provided within the Platform in the format provided by Reval. Customer represents and warrants that it will not, and will ensure that its Authorized Users do not, use the Output in any manner not expressly authorized by Reval.
2. DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS OF THE PLATFORM AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S OR ANY END USER’S PURPOSE, AND CUSTOMER (ON BEHALF OF ITSELF AND EACH END USER) AGREES THAT REVAL SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE PLATFORM.
Support In the event Customer or an Authorized User requires support, Customer or Authorized User may contact the Reval support team at help@reval.site.

Customer's Obligations; Customer Data

Customer Obligations Customer represents and warrants to Reval that Customer’s use of the Platform and all Customer Data is and will be at all times compliant with all Applicable Laws. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to Reval that (a) Customer has provided all required notices and obtained (and acknowledges it is solely responsible for obtaining) all necessary consents as may be required by Applicable Laws to grant the Customer Data rights granted to Reval in Section 3.3, and Process such Customer Data as contemplated by the Agreement; and (b) that Reval’s use of the Customer Data does not infringe or otherwise violate the rights of any third party, including any intellectual property rights, fiduciary duty and/or privacy rights.
Customer Restrictions Unless otherwise agreed to in writing, Customer is prohibited from downloading, or otherwise receiving, directly or indirectly (including via a third-party provider) from Customer (including from an Authorized User on Customer’s behalf) by or through the Platform, or provided by Customer to Reval to input into the Platform, Customer Data that includes any sensitive information, including a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws. Reval does not make any representations as to the adequacy of the Platform to Process Customer Data or to satisfy any legal or compliance requirements which may apply to Customer Data, other than as described herein.
Rights in Customer Data As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to Reval a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display Customer Data in order to: (a) provide the Platform to Customer; (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice); and (c) as otherwise permitted by Applicable Laws. Reval will not share Customer Data with any third parties, except with (i) Reval’s Affiliates, (ii) a subcontractor for a business purpose pursuant to a written agreement, provided that Reval shall be liable to Customer for the acts or omissions of any subcontractor to whom Reval has disclosed or permitted to access Customer Data as if they were the acts or omissions of Reval; and (iii) to third parties as necessary to comply with Applicable Laws.
Usage Data and Derived Data Customer acknowledges and agrees that Reval may create, collect, analyze, retain, and use data and other information that results or is derived from (a) Customer’s use of the Platform (“Usage Data”), and (b) Customer Data that is used solely in a deidentified manner such that the information is no longer Personal Data under Applicable Laws (“Derivative Data”), for the purposes of developing, maintaining, operating, improving, or providing the Platform and for Reval’s other business purposes. For clarity, Usage Data and Derivative Data, and all intellectual property and proprietary rights therein, shall be exclusively owned by Reval. In the event Customer gains or retains any interest in the Usage Data or Derivative Data, Customer hereby irrevocably assigns to Reval any and all right, title, and interest in and to any Usage Data or Derivative Data.

Ownership

Ownership
1. Customer agrees that Reval or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Platform, Documentation, Usage Data, Derivative Data, the Output, and any and all related and underlying technology, documentation, trademarks and other information and (b) any intellectual property Reval develops hereunder, and any derivatives thereof (individually and collectively, “Reval Technology”).
2. Reval agrees that, as between Reval and Customer, Customer owns and retains all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Customer Data.
Feedback In the event Customer provide Reval with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Platform (“Feedback”), Customer hereby assigns all right, title, and interest in and to the Feedback.

Fees and Payment

Fees and Payment All fees set forth in the Order Form (the “Fees”) shall be paid by Customer within thirty (30) days of Customer’s receipt of Reval’s invoice. All Fees are due and payable in advance at the start of the applicable Subscription Term (and each renewal term). Except as expressly set forth in Section 7.1 or 9.1(z), all Fees are non-refundable. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Reval. Any late payments shall be subject to a service charge equal to one-and-a-half percent (1.5%) per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). If Customer has a good faith belief that a particular invoice is incorrect, Customer must contact Reval in writing within ten (10) days of such invoice date detailing the basis of the dispute. Customer may only withhold payment on the timely disputed amount in accordance with this Section. Any payment not received by Reval by the due date and not subject to a good faith dispute may accrue late charges at the maximum rate permitted by law, from the date such payment was due until the date paid. Reval’s other contractual and/or statutory rights, claims, and remedies remain unaffected.
Suspension of Platform Except as provided in Section 5.1, if Customer’s account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Reval reserves the right to suspend Customer’s access to the Platform without liability to Customer until such amounts are paid in full. Upon written notice to Customer, Reval may immediately suspend Customer’s access to the Platform if Customer is in material breach of Section 2.5, provided that such suspension will be narrowly tailored to address the cause of suspension for only the duration needed for Customer to cure such breach.

Term and Termination

Subscription Term The initial term of the Platform shall begin on the Effective Date of the subscription specified in the Order Form, and extend for the Subscription Term specified in the applicable Order Form.
Termination Either party may terminate the Agreement if the other party (a) fails to cure any material breach of the Agreement (including a failure to pay Fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
Effect of Termination Upon the expiration or termination of the Agreement, (a) Customer shall immediately cease any and all use of and access to the Platform (including any and all related Reval Technology) and (b) each party will return to the other party (or destroy) such other party’s Confidential Information. Except as otherwise set forth herein, termination of the Agreement is not an exclusive remedy and the exercise by either party of any remedy under the Agreement will be without prejudice to any other remedies it may have under the Agreement, by law, or otherwise.
Customer Data Customer acknowledges that if Customer or an Authorized User deletes Customer Data from the Platform, Customer Data may still reside in Reval’s systems, applications, databases, and servers (including as backups and/or archives). Customer acknowledges that the foregoing actions during any Subscription Term may have an adverse impact on Customer’s use of the Platform (and Reval is not liable with respect thereto).
Survival The following Sections shall survive any expiration or termination of the Agreement: 2.4, 3, 4, 5.1, 6.4, 6.5, 7.2, 8, 9, 10, 12, and 14.

Limited Warranty Disclaimer

Limited Warranty Reval warrants that it will provide the Platform in substantial conformity with the applicable Documentation. Reval’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Reval’s sole discretion and at no additional charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Reval determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy and Reval’s entire liability, a refund of any Fees Customer has pre-paid for use of the Platform or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 7.1 shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services, or (c) to the Platform provided on a no-charge or evaluation basis.
Warranty Disclaimer EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 7, THE PLATFORM, DOCUMENTATION, AND OUTPUT ARE PROVIDED “AS IS” AND REVAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OF MERCHANTABILITY, OR THAT THE PLATFORM, THE DOCUMENTATION, THE OUTPUT, OR ANY RESULTS OF OR THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY PLATFORM, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ADDITIONALLY, REVAL STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS AND ITS AUTHORIZED USERS’ INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS.

Limitation of Liability

EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) (WHICH IN THE CASE OF REVAL’S OBLIGATIONS SHALL BE LIMITED IN THE AGGREGATE TO THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO REVAL UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE), OBLIGATIONS UNDER SECTION 10 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PLATFORMION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO REVAL UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.
Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts, as well the accounts of the Authorized Users. Reval will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or the Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Platform.
The limitations under this Section 8 apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 8 allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Platform.

Idemnification

Reval shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a patent, registered copyright, or registered trademarks asserted against Customer by a third party based upon Customer’s use of the Platform in accordance with the terms of the Agreement, provided that Reval shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Reval to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer. If Customer’s use of any Platform is, or in Reval’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Reval may, in its sole and reasonable discretion: (x) substitute substantially functionally similar Platform or services; (y) procure for Customer the right to continue using the Platform; or if (x) and (y) are commercially impracticable, (z) terminate the Agreement and refund to Customer any unused, prepaid Fees paid by Customer for the terminated period. The foregoing indemnification obligation of Reval shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Platform other than by or on behalf of Reval; (2) access to or use of any Platform in combination with any hardware, system, software, network, or other Platform, materials or services not provided by or on behalf of Reval; (3) use of the Platform in breach of the Agreement; or (4) Customer Data. THIS SECTION 9.1 SETS FORTH REVAL’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Customer agrees to defend, indemnify and hold harmless Reval and its affiliates, licensors, and suppliers, and Reval’s and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney’s fees) arising from: (a) Customer’s and any Authorized User’s use of and access to the Platform, including any of Customer Data or other content transmitted or received by Customer and any Authorized User; (b) Customer’s violation of any term of the Agreement; (c) Customer’s or any Authorized User’s violation of any third-party right, including any right of privacy or intellectual property rights; (d) Customer’s or any Authorized User’s violation of any Applicable Law; (e) Customer’s or any Authorized User’s gross negligence, fraud, or willful misconduct; or (f) any other party’s access and use of the Platform with Customer’s or any Authorized User’s unique username, password or other appropriate security code (provided that such access and use was not the fault of Reval).

Confidential Information

Each party, as a receiving party, agrees to retain in confidence the non-public information and know-how disclosed to it pursuant to the Agreement which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (the “Confidential Information”). Notwithstanding any failure to so designate them, the Platform, the Documentation, the Usage Data, the Derivative Data, the Feedback, and the Terms shall be Reval’s Confidential Information. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information, using at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care; (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except to employees, officers, affiliates, controlling stockholders, agents, advisors, subcontractors and other representatives as is reasonably required in connection with the exercise of its rights and obligations under the Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Each party agrees to promptly notify the other party of any unauthorized disclosure or use of any Confidential Information and to assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested.
Notwithstanding the foregoing, Confidential Information shall not include information which is: (a) already publicly known without breach of the Agreement; (b) discovered, created or independently developed by the receiving party without use of, reliance upon, or reference to, the Confidential Information of the disclosing party, as shown in records of the receiving party; (c) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (d) required to be disclosed by law or court order; provided that the receiving party shall provide prompt notice thereof and commercially reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, either party hereto may disclose any Confidential Information hereunder to such party’s agents, attorneys and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein) or any court of competent jurisdiction as reasonably required to resolve any dispute between the parties hereto. Each party agrees and acknowledges that any breach or threatened breach of this Section 10 may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of the Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

Security

Each party shall comply with all Applicable Laws. Reval shall use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of Customer Data, and will choose these safeguards based on the sensitivity of the information that is collected, Processed, and stored and the current state of applicable technology.

Publicity

Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logos, or marks without such party’s written pre-approval in each case. Notwithstanding the foregoing, Customer hereby grants Reval its consent to use Customer’s name and logo on Reval’s web site and in Reval promotional materials to identify Customer as a Reval customer.

Data Processing

Customer understands and acknowledges that to the extent Reval Processes any Personal Data, Reval shall do so in accordance with its privacy notice, as Reval may update from time to time; provided, however, that to the extent Customer Data includes any information which is defined as “personal data,” “personal information,” “personal identifiable information,” or similarly defined data or information under Applicable Laws, Reval will Process such information as a data “processor” or “service provider” (each term, as applicable).

General Terms

Assignment The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement except upon the advance written consent of the other party, except that either party may assign the Agreement without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 14.1 will be null and void.
Force Majeure Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which occur after the signing of the Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.
Subcontractors Reval may use the services of subcontractors for performance of services under the Agreement, provided that Reval remains responsible for such subcontractors’ compliance with the terms of the Agreement.
Independent Contractors The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Severability If any provision of the Agreement 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 the Agreement shall otherwise remain in effect.
Governing Law; Jurisdiction and Venue This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act.
Notice Any notice or communication required or permitted under the Agreement shall be in writing to the parties at the addresses set forth as first listed above or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to Reval must be delivered to the following email address: admin@reval.site but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence.
Amendments; Waivers No supplement, modification, or amendment of the Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to the Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth Platform and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by Reval).
Interpretation The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in the Agreement, will refer to the Agreement as a whole and not to any particular provision of the Agreement. Terms defined in the singular will have correlative meanings when used in the plural, and vice versa. The headings herein are for convenience of reference only, do not constitute part of the Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in the Agreement is made to a Section, exhibit or schedule, such reference will be to a Section or Exhibit to the Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in the Agreement, they will be deemed to be followed by the words “without limitation,” unless preceded by the word “not.”
No Third-Party Rights There are no third-party beneficiaries to the Agreement.
Export Compliance Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
Entire Agreement The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of the Agreement.