REVIZTO SUBSCRIPTION TERMS AND LICENSE AGREEMENTTHESE SUBSCRIPTION TERMS AND LICENSE AGREEMENT (COLLECTIVELY, THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, WHO WILL BE REFERRED TO IN THIS AGREEMENT AS “CUSTOMER” OR “YOU”) AND REVIZTO SA, A PUBLIC LIMITED COMPANY ORGANIZED UNDER THE LAWS OF SWITZERLAND WITH A PRINCIPAL PLACE OF BUSINESS AT WORLD TRADE CENTER LAUSANNE, AVENUE DE GRATTA-PAILLE 2, 1018 LAUSANNE, SWITZERLAND (“REVIZTO”) FOR THE ACCESS TO AND USE OF THE REVIZTO SOLUTION.

IF CUSTOMER IS ENTERING INTO AND ACCEPTING THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO AND ACCEPT THIS AGREEMENT ON BEHALF OF THE RELEVANT BUSINESS ENTITY.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE OR IN ANY WAY ACCESSING AND/OR USING THE REVIZTO SOLUTION, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE SOFTWARE OR THE REVIZTO SOLUTION.

1. Revizto Solution.
   1. Subscription. Subject to the terms and conditions of this Agreement, Revizto will provide Customer with a Subscription, during the Subscription Term only in accordance with the Documentation, Use Limitations, and the terms of this Agreement, to access and use the Revizto Solution. To use the Revizto Solution Customer is required to download and install the Software.
   2. Subscription Term. Unless otherwise terminated earlier pursuant to this Agreement, the Subscription Term will begin on the acceptance of Customer’s Order Form and expire at the end of the period listed on the applicable Order Form (the “Initial Subscription Term”), as may be extended in accordance with Section 1.3. Customer may select the Initial Subscription Term, which may be a two-month long proof of concept, one year, multi-year or other mutually agreed period, at the time of Order.
   3. Renewals of Subscription. At the end of the applicable Subscription Term, unless otherwise indicated in the Order Form, Customer may be able to renew its subscription to the extent, and on the same terms (including pricing), that Revizto then makes commercially available to similarly situated customers. If Customer obtained a Revizto Solution through a Reseller, any renewals of the Subscription Term shall be arranged directly with such Reseller.
   4. Service Availability. During the Subscription Term, provided that Customer is not in breach of any terms of the Agreement, Revizto will use commercially reasonable efforts to achieve the availability goals described in the SLA.
   5. Customer Support. During the Subscription Term, provided that Customer is not in breach of any terms of the Agreement, Revizto will provide Revizto will provide support for the Revizto Solution in accordance with the SLA. Support is provided through revizto.com.
   6. Subscription Plans. Revizto currently offers three types of Subscription plans (each, a “Subscription Plan”) for the use of the Revizto Solution: (i) User-based Subscription Plan; (ii) Project-based Subscription Plan; and (iii) Enterprise Subscription Plan.
   7. User-based Subscription Plan. A User-based Subscription Plan entitles Customer, as well as that number of Authorized Users identified on the applicable Order, to access and use the Revizto Solution during the Subscription Term.
      1. General. Authorized Users, and only Authorized Users, may access and use the Revizto Solution during the applicable Subscription Term, subject to the terms and conditions of this Agreement, Documentation, and any other policies that Revizto may promulgate. Customer shall be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of this Agreement to their access to and use of the Revizto Solution prior to their access and use.
      2. Maximum Number of Authorized Users. The maximum number of Authorized Users shall not exceed the maximum number of Authorized Users identified on the Order Form. Authorized Users may access and/or use the Revizto Solution solely for Customer’s business Clients of Customer (“Customer Clients”) may also access and/or use the Revizto Solution, but only in connection with the collaboration between such Customer Clients and Customer on such Customer Clients’ projects.
      3. Management of Authorized Users. Management of Authorized Users is set through a web-based workspace that is provided to Customer-appointed administrator in connection with the Subscription to the Revizto Solution. Customer may manage, assign, deactivate, suspend one or more Authorized Users during the Subscription Term. Authorized Users are subject to the terms of this Agreement to the same extent as Customer. For the avoidance of doubt, Authorized Users may not include any direct or indirect competitors of Revizto.
      4. No Customer Warranties, Etc. Customer shall make no representations or warranties regarding the Revizto Solution or any other matter, to Customer’s Affiliates or Customer Clients or any other third party, from or on behalf of Revizto, and Customer shall not create or purport to create any obligations or liabilities for Revizto. Customer will be jointly and severally liable to Revizto for Customer Affiliates and Customer Clients’ acts and omissions related to the Revizto Solution.
      5. Maximum Number of Devices. One Authorized User in Revizto workspace may use such Authorized User’s login credentials on up to five (5) separate Devices.
   8. Project-based Subscription Plan. Project-based Subscription Plan entitles Customer, as well as an unlimited number of Authorized Users authorized by Customer, to access and use the Revizto Solution during the Subscription Term for one Project having a (i) Project Value up to, but not exceeding, the Project Value identified on the applicable Order Form and (ii) for the period of time up to, but not exceeding, the Project Duration identified on the applicable Order Form.
   9. Enterprise Subscription Plan. Customer who subscribes to the Enterprise Subscription Plan should refer to the Enterprise Subscription Plan Agreement which shall apply to such Customer instead of this Agreement.
2. Payment of Subscription Fees
   1. Customer will pay Revizto the fees described in the Order Form for the Revizto Solution in accordance with the terms therein (the “Subscription Fees”). If Customer’s use of the Revizto Solution exceeds the Use Limitations set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided on the Order Form. Company reserves the right to change the Subscription Fees or applicable charges and to institute new charges and Subscription Fees at the end of the Initial Subscription Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
   2. Customer fully understands and agrees that Revizto shall not be required to refund any Subscription Fees and that Customer is obligated to pay the applicable Subscription Fees for the duration of the Subscription Term even if Customer ceases to use the Revizto Solution prior to the expiration of the applicable Subscription Term. The foregoing notwithstanding, Customer shall be entitled to a refund of prorated Subscription Fees paid during an applicable Subscription Term and shall have no liability for any additional fees for any remaining Subscription Term in the event this Agreement is terminated for convenience by Revizto.
   3. Revizto shall bill for the Subscription Fees through an invoice, which shall be payable on a net thirty (30) days basis after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Customer’s access to and use of the Revizto Solution.
   4. Subscription Fees do not include, and may not be reduced to account for, any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or national jurisdiction (whether domestic or foreign) (collectively “Taxes”). Customer is responsible for paying all Taxes imposed on the Revizto Solution provided under this Agreement (other than taxes based on Revizto’s net income). If Revizto is found to have a legal obligation to pay or collect Taxes for which Customer is responsible under the Agreement, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Revizto with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Restrictions and Obligations
   1. Customer shall not: (a) use the Revizto Solution other than solely for its business purposes, (b) modify, copy, or create derivative works based on, the Revizto Solution or Documentation; (c) license, sublicense, or make the Revizto Solution available to any third parties which are not part of its project delivery; (d) reverse-engineer the Revizto Solution; (e) interfere with, or create an undue burden on the Revizto Solution in a manner that poses or has the potential to pose harm to Revizto’s other customers or internal systems; (f) send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, through the Revizto Solution; (g) use the Revizto Solution in violation of any applicable laws; (h) act in a manner intended to circumvent Revizto Solution-specific usage limits or quotas; (i) send or store any viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, software agents and programs in connection with the Service (j) probe, scan or test any vulnerability of the Revizto Solution, including, without limitation, performing penetration, stress or load testing, including by introducing software or automated agents or scripts, other than those expressly permitted by the Documentation or as explicitly set forth in the Order Form, without prior written consent from Revizto; or (k) perform or publish any performance or benchmark tests or analyses relating to the Revizto Solution, other than solely for Customer’s internal use.
   2. Customer represents, covenants, and warrants that Customer will use the Revizto Solution only in compliance with Revizto’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Revizto against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Revizto Solution. Although Revizto has no obligation to monitor Customer’s use of the Revizto Solution, Revizto may do so and may prohibit any use of the Revizto Solution it believes may be (or alleged to be) in violation of the foregoing.
   3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Revizto Solution, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
   4. Customer shall make no representations or warranties regarding the Revizto Solution or any other matter, to its Affiliates, clients, Authorized Users, or any other third party, from or on behalf of Revizto, and Customer shall not create or purport to create any obligations or liabilities for Revizto. Customer will be jointly and severally liable to Revizto for its Affiliates, clients, Authorized Users, or any other third party’s acts and omissions related to the Revizto Solution.
4. Confidentiality & Proprietary Rights
   1. Use Reporting, License Violations and Remedies. Subject to applicable laws, Revizto reserves the right, and Customer authorizes Revizto, to gather data on key usage including user authentication, IP addresses or other applicable device identifier (including MAC address or UDID), domain counts and other information deemed relevant, to ensure that Revizto’s products are being used in accordance with the terms of this Agreement. Revizto reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery, by any means necessary including remotely disabling the Software and Customer’s access to the Revizto Solution upon reasonable advance notice to Customer. Customer agrees not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be a material breach of this Agreement. Customer agrees not to disclose to any third parties any documents provided by Revizto for Customer including but limited to security assessment documents, etc. Breach of this provision will constitute a material breach of this Agreement.
   2. Customer Data. Unless otherwise specified, Customer retains ownership of any data or other content or information that Customer provides through the Revizto Solution (“Customer Data”). Customer’s use of the Revizto Solution and all Customer Data must comply with Customer’s own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Revizto does not have any access to Customer’s data unless Customer shares the data with Revizto for any support purposes.
   3. Revizto Proprietary Rights. Revizto exclusively owns all right, title and interest, including all related Intellectual Property Rights, in and to the Revizto Solution, all of which are protected under all applicable copyright and other intellectual property laws and international treaties. Customer further acknowledges and agrees that, as between Customer and Revizto, Revizto and its third party licensors own and shall continue to own all right, title, and interest in and to the Revizto Solution, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to Customer herein, this Agreement does not grant Customer any ownership or other right or interest in or to the Revizto Solution or any other intellectual property rights of Revizto, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that Revizto uses in connection with the Revizto Solution are marks owned by Revizto. This Agreement does not grant Customer any right, license, or interest in such marks, and Customer shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
   4. Confidentiality. Customer shall permit only Authorized Users, who possess rightfully obtained access, to access and/or use the Revizto Solution. Except as expressly authorized by this Agreement, Customer shall not disclose or make available the Revizto Solution, any login credentials, or any other Confidential Information of Revizto (including, but not limited to, the information disclosed by Revizto through its proprietary forums or other channels) to any third party other than Authorized Users, or use the Revizto Solution, or any access login credentials for any purpose other than exercising rights expressly granted to Customer hereunder. Customer agrees to reasonably cooperate with and assist Revizto in identifying and preventing any unauthorized use, copying, or disclosure of the Revizto Solution, or any portion thereof.
5. Term & Termination
   1. This Agreement is effective upon Customer’s acceptance of the Agreement, or upon Customer’s installing, accessing, and/or using the Revizto Solution, even if Customer has not expressly accepted this Agreement. The term of this Agreement shall run concurrently with the Subscription Term.
   2. Without prejudice to any other of its rights, Revizto may terminate this Agreement without notice to Customer if (i) Customer (or any of Customer’s Authorized Users) breaches or fails to comply with any of the terms described herein, (ii) fails to timely pay any applicable Subscription Fees, or (iii) becomes subject to bankruptcy or insolvency proceedings, become insolvent, makes an arrangement with or affecting Customer’s creditors (including an assignment for the benefit of creditor) or commences a process of liquidation. Customer further agrees that in any such foregoing case Revizto may, in addition to any other remedies it may have at law or in equity, remotely disable the Software and Customer’s (and any of Customer’s Authorized Users) access to the Revizto Solution.
   3. Upon any termination or expiration of the Agreement for any reason, Customer will cease all access to and use of the Revizto Solution (including all access and use by Customer’s Authorized Users). Customer agrees to uninstall the Software and either return to Revizto the Software, Documentation, all copies thereof, and all license keys that Customer has obtained, or to destroy all such materials and provide written verification of such destruction to Revizto.
   4. Upon any termination, unless Customer had previously deleted Customer Data, Revizto will make all Customer Data available to Customer for electronic retrieval for a period of ninety (90) days, but thereafter Revizto may, but is not obligated to, delete stored Customer Data, without any further notice.
   5. Sections 3, 4, 5, 6, 7, 8.5, 8.6, and 10, as well as Customer’s payment obligations, and any other provisions that by their nature are intended to survive expiration or termination of the Agreement, shall survive the termination of the Agreement for any reason.
   6. Revizto may suspend Customer’s access to the Revizto Solution if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its Use Limitations. Revizto may also suspend Customer’s access to the Revizto Solution and/or remove Customer Data if it determines that: (a) Customer has breached Sections 3, 4, 8.5, or 8.6 of this Agreement; or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Revizto Solution. Revizto will have no liability for taking action as permitted above. For the avoidance of doubt, (a) Customer remains responsible for all fees and charges it incurs during the period of suspension; and (b) Customer will not be entitled to any service credits under the Service Level Agreements (to the extent applicable) for any period of suspension.
6. Indemnification.
   1. Customer will, at Customer’s own expense, indemnify and hold Revizto, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Revizto Solution by Customer, its Authorized Users, any party related to Customer, or any party acting upon Customer’s authorization in a manner that is not expressly authorized by this Agreement.
7. Limited Warranty, Disclaimer & Limitation of Liability
   1. Mutual Warranties. Each party warrants that such party has the authority to enter into the Agreement and, in connection with its performance of the Agreement and/or its use of the Revizto Solution, will comply with all applicable laws.
   2. Limited Warranty. Revizto warrants to Customer that the Revizto Solution will materially conform to the Documentation (“Limited Warranty”). If Customer notifies Revizto of a breach of the Limited Warranty, Revizto will, in its discretion, either: (a) correct the nonconformity in the Revizto Solution; or (b) issue Customer a credit or refund of a portion of the Subscription Fees paid by Customer for the nonconforming or affected element of the Revizto Solution that fairly reflects, in Revizto’s determination, the diminished value of the nonconforming or affected element of the Revizto Solution. Service Level Failures do not constitute a breach of this Limited Warranty and are exclusively addressed by the SLA. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of the Limited Warranty. The Limited Warranty will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity; or (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment.
   3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE REVIZTO SOLUTION IS PROVIDED “AS IS” AND REVIZTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REVIZTO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD PARTY SOFTWARE OR SERVICES, AND DOES NOT WARRANT THAT THE REVIZTO SOLUTION WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THE REVIZTO SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE REVIZTO SOLUTION WILL BE CORRECTED, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE REVIZTO SOLUTION WILL NOT BE LOST, CORRUPTED OR DESTROYED. CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING THE REVIZTO SOLUTION TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM CUSTOMER’S USE OF THE REVIZTO SOLUTION. CUSTOMER SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE REVIZTO SOLUTION. REVIZTO USES A THIRD-PARTY DATA CENTER TO HOST THE REVIZTO SOLUTION. CUSTOMER ACKNOWLEDGES THAT REVIZTO DOES NOT CONTROL THE TRANSFER OF DATA OVER SUCH THIRD-PARTY FACILITIES, INCLUDING THE INTERNET, AND THAT THE REVIZTO SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH THIRD-PARTY FACILITIES. REVIZTO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
   4. Limitation Of Liability. WITH THE EXCEPTION OF (1) INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6 ABOVE, (2) CLAIMS BROUGHT BY A THIRD-PARTY AGAINST EITHER PARTY RELATING TO (i) PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE OR REAL PROPERTY, OR (3) CUSTOMER’S BREACH OF SECTIONS 3, 4, 8.5, or 8.6, ALL OF WHICH SHALL REMAIN UNLIMITED, NEITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER IN CONTRACT (INCLUDING INSURANCE), OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INCLUDING LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR CLAIMS FROM CUSTOMERS, ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT. EXCEPT FOR THE EXCEPTIONS SET FORTH IN THE PRECEDING SENTENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO REVIZTO UNDER THIS AGREEMENT WITHIN THE TWELVE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT REVIZTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   5. Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO CUSTOMER OR REVIZTO, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
8. Software License Terms & Conditions
   1. To access and/or use the Revizto Solution, Customer will need to download and install the Software. Software and any accompanying Documentation are licensed and not sold and are protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Customer’s license to download, use and/or copy the Software is subject to these rights and to all the terms of conditions of this license (“License”). The terms and conditions of this License are in addition to and not in substitution of the terms and conditions of the Agreement.
   2. Subject to the terms and conditions of this Agreement, including the payment of all applicable Subscription Fees, Revizto hereby grants to Customer a personal, limited, nonexclusive, non-transferable, non-assignable, revocable (for cause) license to: install and use (a) the Software during the Subscription Term, subject to the applicable license type restrictions, such as Use Limitations, as may be specified in the Order Form and -the Documentation.
   3. Customer’s license to use the Software is conditioned on Customer’s adherence to the license restrictions set forth in this Agreement, and any use of the Software in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and is unlicensed. Customer may install and use the Software solely as permitted by the license type purchased, which license type is specified in the applicable Order Form.
   4. Customer agrees that the use of the Software requires mandatory registration and activation. Customer agrees to register as a Customer of the Software through Revizto’s web-based workspace. Customer agrees to complete the activation process providing Revizto with accurate information.
   5. Customer’s use of the Software is limited to all usage restrictions as are set forth on an Order Form and as set forth herein. Revizto and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to Customer hereunder, and retain all rights, title and interest in and to the Software. Customer shall not sublicense, modify, adapt, distribute, resell, rent, lease or loan the Software or reproduce, modify, adapt, translate, port or create or prepare derivative works based upon the Software or any part thereof. Customer may not use the Software in contravention of any applicable laws or government regulations. Customer may not remove any copyright, trademark, confidentiality or other proprietary rights notice from the Software, Documentation or related material. Customer shall not decompile, disassemble or otherwise reverse engineer the Software. If the immediately foregoing provision is prohibited by applicable law, Customer shall provide Revizto with a detailed prior written notice of any such intention to reverse engineer the Software and shall provide Revizto with a right of first refusal to perform such work at rates equal to those proposed by a recognized third-party software services provider for such work. Customer shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software.
   6. Revizto alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Software, which are hereby assigned to Revizto. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this License. This License is not a sale and does not convey to Customer any rights of ownership in or related to the Software, or any intellectual property rights.
9. Education Terms
   1. Revizto provides free subscriptions for educational institutions (“Revizto for Education”). Revizto for Education is only licensed for use by teachers, professors, or other educators and by their students under the educator’s direct supervision in accordance with the terms of this Agreement. If Customer is not a teacher, professor, or educator, Customer may not use the Revizto for Education product. By subscribing to the Revizto Solution and/or installing the Software, Customer is agreeing to this Agreement on behalf of itself and its employer (i.e., school, college, university, or other educational institution) (“School”). Customer hereby represents and warrants that it has the necessary authority to bind the School to the terms contained herein. If Customer does not believe that it has such authority, then Customer may not enter into this Agreement, nor use or permit others to access and/or use the Revizto for Education product.
   2. All subscriptions to Revizto for Education must be pre-approved by Revizto and Revizto reserves the right to reject any request in its sole discretion. Further, Revizto reserves the right to change the terms of or discontinue the Revizto for Education program at any time without notice.
10. General Terms
    1. Amendments. Revizto reserves the right to revise the terms of this Agreement from time to time. Such revisions will be effective and supersede and form part of the Agreement as of the time (i) Customer enters into a new Order Form referencing the terms subject to the revisions or (ii) an existing Order Form automatically renews pursuant to the Agreement, in which case Customer acknowledges that Customer has reviewed and accepted the then-current version of this Agreement as of the date of the renewal. Unless otherwise expressly permitted in the Agreement the terms of the Agreement may be varied only by a written agreement signed by both parties that expressly refers to the Agreement.
    2. Feedback. If Customer provides Feedback to Revizto, regardless of any accompanying communication, Revizto has no obligation to review, consider, or implement Customer’s Feedback, all such submissions are made on a non-confidential basis, Revizto and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and Customer waives and agrees not to assert any so-called “moral rights” Customer may have in the Feedback. The parties hereby agree that any and all Feedback shall not include any personally identifiable information.
    3. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of Switzerland, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved exclusively by the Court of the Canton of Vaud, Switzerland. To the maximum extent permitted by law, Customer hereby consents to the jurisdiction and venue of such court and waives any objections to the jurisdiction or venue of such court. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Notwithstanding the foregoing, if Customer is a consumer who is a resident in a country that is a Member State of the European Union, the choice of the law of Luxembourg as governing law of this Agreement will not deprive Customer of the protections granted to Customer by provisions of the applicable laws of Customer’s country of residence that cannot be derogated from by contract pursuant to the law of such country.
    4. Severability. If any part of this Agreement is held unenforceable, the validity of all remaining parts will not be affected.
    5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
    6. Taxes. Customer shall, in addition to the Subscription Fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Revizto. Customer shall reimburse Revizto for the amount of any such taxes or duties paid or incurred directly by Revizto as a result of this transaction.
    7. Export Controls. Customer hereby agrees that (i) Customer will comply with all applicable Sanctions and Export Control Laws and (ii) are solely responsible for ensuring that the Software is used, disclosed and/or transported only in accordance with all applicable Sanctions and Export Control Laws. For purposes of this Agreement, “Sanctions and Export Control Laws” means any US or European law, regulation, statute, prohibition, or wider measure applicable to the Software and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures.
    8. United States Government Use Rights. The Software as defined herein and any related technical data, including manuals and Documentation, are commercial as defined in the Federal Acquisition Regulation (FAR) at 2.101. If the Software is acquired by or on behalf of an agency, department, or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer (“use”) of the Software, and any related technical data of any kind, including manuals and Documentation, no matter how received by the Government, is restricted by the terms and conditions of this Agreement in accordance with FAR 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All other use is prohibited.
    9. Governing Language. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
    10. Notices. Any notices required to be given to Revizto or any questions concerning this Agreement should be addressed to Revizto at World Trade Center Lausanne, Avenue de Gratta-Paille 2, 1018 Lausanne, Switzerland or by visiting Revizto’s website at https://revizto.com.
    11. No Assignment. Except to the extent transfer may not legally be restricted, Customer will not assign this Agreement or any right or obligation herein or delegate any performance without Revizto’s prior written consent, which consent will not be unreasonably withheld. Any other attempted assignment or transfer by Customer will be void. Revizto may transfer and assign any of its rights and obligations under this Agreement without consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
    12. Entire Agreement. This Agreement and any Order Form accepted by Customer or Revizto that references this Agreement (which is hereby incorporated herein by this reference), completely and exclusively state the entire Agreement of the parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. No Reseller or Revizto dealer or agent is authorized to make any amendment to this Agreement. If Customer is a consumer who is a resident in a country that is a Member State of the European Union, the foregoing provision will not exclude Revizto’s liability to Consumer for (a) misrepresentations in voluntary statements about the Revizto Solution made by Revizto to Consumer which Consumer relied on in subscribing to the Revizto Solution; or (b) Revizto’s failure to provide information about the Revizto Solution that is required by the applicable laws of Customer’s country of residence prior to Customer’s Subscription.
    13. Processing of Personal Data. As a global organization, the Affiliates, subcontractors and third-party licensors of Revizto may be located anywhere in the world. Revizto will process any personal data in accordance with the provisions of the EU Directive 95/46 EC and its privacy policy.
    14. Relation Between Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
    15. Purchases through Resellers. If Customer subscribes to the Revizto Solution from a Reseller, and notwithstanding anything set forth otherwise in this Agreement: (a) in addition to Customer’s compliance with the Agreement, Customer’s right to access and use the Revizto Solution is subject to the terms and conditions of Customer’s written agreement with the Reseller (the “Reseller Agreement”),including Customer’s obligation to timely pay Subscription Fees to the Reseller; (b) Customer will execute all Order Forms directly with the Reseller and not Revizto; and (c) the terms and conditions of Section 2 do not apply. Any refund, payments and service credits which Revizto may or must provide to Customer in accordance with the terms of the Agreement will be provided by Revizto to Reseller and Customer acknowledges that it must seek such refunds, payments and credits from Reseller only. Furthermore, Customer’s right to terminate or cancel its Subscription to the Revizto Solution is solely as set forth in the Reseller Agreement, provided that nothing herein shall be interpreted as permitting Reseller to offer terms inconsistent with this Agreement. If the Reseller ceases at any time to be an authorized Reseller for any reason, Customer’s continued use of the Revizto Solution may be conditioned upon Customer executing a written agreement for the Subscription to the Revizto Solution directly with Revizto, and paying the outstanding Subscription Fees, if any, that Reseller did not remit to Revizto on Customer’s behalf. Resellers are not authorized to modify the Agreement or make any promises or commitments on Revizto’s behalf, and Revizto is not bound by any obligations to Customer other than as set forth in the Agreement. Revizto may temporarily suspend or terminate access to the Revizto Solution to Customer upon reasonable notice upon the written direction of Reseller.
11. Definitions
    1. “Affiliate”means any person, corporation, or other entity which controls, is controlled by, or is under common control with a Party, where “control” means control of more than fifty percent (50%) of the voting stock or other ownership interest.
    2. “Authorized Users” means (i) employees, contractors, subcontractors, consultants, agents, partners, distributors, or suppliers of Customer and (ii) clients of Customer, in each case subject to the restrictions in Section 1.6.
    3. “Cloud Services” means a cloud based service, provided by Revizto through the Internet as described at revizto.com or as otherwise documented and made available to Customer upon request by Revizto.
    4. “Confidential Information” means information not generally known to the public that is (i) made available or disclosed by one party to the other party in writing and (ii) designated by the disclosing party in writing as proprietary or confidential at the time of disclosure or by its nature is confidential and would be judged so under a reasonableness standard, or is disclosed or provided under circumstances reasonably indicating it is confidential or proprietary. Revizto Confidential Information also includes the non-public aspects of the Revizto Solution, or any other product or service offered by Revizto, and any related product plans, technology and other technical information, including, but not limited to, the information disclosed by Revizto through its proprietary forums or other channels. Notwithstanding the foregoing, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the disclosing party; (2) was known to the receiving party before receipt from the disclosing party without breach of any obligation (and without a duty of confidentiality) owed to the disclosing party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the disclosing party; or (4) was independently developed by the receiving party. Any Feedback shall also not constitute Confidential Information.
    5. “Devices” means (i) computers and (ii) mobile devices.
    6. “Documentation” means any user manuals or online help files or technical or legal requirements for the Revizto Solution, as may be amended or revised.
    7. “Feedback” means any ideas, feedback, suggestions, materials, information, opinions, or other input provided by Customer or any Authorized User.
    8. “Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof and forms of protection of a similar nature anywhere in the world.
    9. “Monthly Uptime Percentage” for a given service instance is calculated by subtracting from 100% the percentage of 1 minute periods during the month in which the service instance was “Unavailable”, based on the total time in the month. Customer’s service instance is assumed to be 100% available for the any portion of the month in which Customer’s Subscription is not yet activated. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Revizto SLA Exclusion (defined below).
    10. “Order(s)” means a valid purchase under an Order Form or other ordering document entered into between Customer and Revizto.
    11. “Order Form” means Revizto’s online registration form or other documents, including a signed quote, for placing orders hereunder, which form is entered into between Customer and Revizto and evidences Customer’s Subscription for the Revizto Solution, and specifying, among other things, the type of Subscription, the Subscription Fees, the Subscription Term, and any Use Limitation. Each Order Form is hereby incorporated into and will be treated as a part of this Agreement.
    12. “Project” means a construction, or a similar project that is planned, managed or undertaken by Customer and in connection with which Customer wishes to utilize the Revizto Solution.
    13. “Project Duration” means the length of time that Customer may use the Revizto Solution in connection with a particular Project as indicated in the Order Form.
    14. “Project Value” means the aggregate value of the Project. This value includes, but is not necessarily limited to, the cost of all labor and materials, the cost of leased equipment, cost of architectural and engineering work, interest and taxes paid during construction, all subcontractor and vendor costs related to such Project, as well as Customer’s profits.
    15. “Reseller” means an authorized dealer, distributor or reseller of Revizto Solution.
    16. “SLA” means the support and service level obligations set forth in Exhibit A hereto.
    17. “Software” means any software or similar materials, including any modules, components, features and functions, made available by Revizto. Software includes Documentation, and any updates, upgrades, enhancements, modifications, revisions, or additions to the Software made by Revizto. Notwithstanding the foregoing, Revizto shall be under no obligation to provide any updates, upgrades, enhancements, modifications, revisions, or additions to the Software unless generally made available to all of its customers.
    18. “Solution” means, where relevant, the combination of the Cloud Services, the Software, and other applicable benefits, such as technical support and maintenance services.
    19. “Subscription”means a subscription to the Revizto Solution specified in one or more Order Forms.
    20. “Subscription Term” means the period of time, as identified in the Order Form, for which Customer is at any point in time currently authorized to access and/or use the Revizto Solution.
    21. “Use Limitations” means Customer’s authorized scope of use for the Revizto Solution as specified in the applicable Order Form which may include any User, Project, Project Value, Project Duration, or other restrictions.

 

1. Service Commitment. Except in connection with any regularly scheduled maintenance Revizto will use commercially reasonable efforts to make the Revizto Solution available with a Monthly Uptime Percentage (defined below) of at least 99.5% during any month of the year.
2. PRIORITY RESPONSE FOR REVIZTO SOLUTION ERRORS
   1. Error Prioritization and Service Levels. When Customer reports errors in the functionality of the Revizto Solution, Licensee shall designate a priority for the error based on the following schedule:
      • Priority 1 – Critical Failure: Error(s) in the Revizto Solution preventing the utilization of the Revizto Solution’s functionality.
      • Priority 2 – System Fault: Error(s) in the Revizto Solution causing disruption or degradation of the Revizto Solution to the point where the functionality of the Revizto Solution is materially impacted.
      • Priority 3 – Revizto Solution Weakness: Error(s) in the Revizto Solution not having a major impact on the utilization of the program.
      • Priority 4 – Requests: Changes or Updates to the Software, having no impact on the functionality of the Software.

      All the tickets should be sent to the following email specially tuned for priority tickets: support@revizto.com

      Priority	Response Requirements	Resolution Requirements
      Priority 1	Revizto will respond within eight (8) business hours of an initial error report.	Final resolution must be provided to Licensee within two (2) business days of the initial error report (considering the error cause is identified)
      Priority 2	Revizto will respond within one (1) business day of the initial error report.	Final resolution must be provided to Licensee within four (4) business days of the initial report. (considering the error cause is identified)
      Priority 3	Revizto will respond within one (1) week of the initial error report.	Revizto and Customer will work on a final resolution as necessary and, if reasonably possible, the final resolution will be included in one of the following software updates.
      Priority 4	Revizto will acknowledge the request within one (1) week of receipt.	The resolution will be included in one of the following software updates.

   2. Regular, non-urgent support coverage set forth above shall be made available by Revizto on Monday-Friday, 8:00am CET – 6:00pm CET.
   3. Reporting Requirements: In its initial response Revizto will confirm the priority level with Customer. If there is a discrepancy between Customer’s and Revizto’s prioritization of a defect, Revizto will provide their reasoning for reclassification of the defect. If Customer does not accept this reclassification, Revizto’s technical team will meet with Customer technical team to resolve classification.
   4. For Priority 1 or Priority 2 Errors not that are not resolved in compliance with the Service Level Requirements above, Revizto’s technical team will provide issue status update to Customer’s technical team over email at the end of each business day to discuss the status of the resolution and plan continuous corrective actions.
   5. The parties agree if Priority 1 or Priority 2 defects are not resolved within the time period defined above, Customer will suffer irreparable harm. Accordingly, Revizto agrees to provide the following liquidated damages.
      • i. For all Priority 1 defects not resolved as required above, Customer shall accrue four (4) hours of consulting services, at no charge to Customer, from Revizto, for each additional business day, or portion thereof, Revizto requires to provide resolution to Customer.
      • ii. For all Priority 2 errors not resolved as required above, Customer shall accrue four (4) hours of consulting services, at no charge to Customer, from Revizto, for every additional three (3) business day periods, or portion thereof, Revizto requires to provide resolution to Customer.
3. Support Escalation Process. Customer shall notify Revizto’s customer support manager when Customer has an escalation issue and shall provide a written description of the issue, including the problem, resolution, and the reason the resolution was not satisfactory. Within two business days of delivery of such notice, Revizto’s staff will meet and confer with Customer, via telephone, upon a mutually agreeable schedule to attempt to resolve such escalation issue as follows: First, Revizto’s customer support manager shall attempt to resolve the escalation issue, working with his or her counterpart on Customer’s staff. Second, if these managers have not resolved the escalation issue to both Parties’ satisfaction within four business days, the escalation issue will be referred to that executive employee of each party who shall have overall supervisory authority with respect to the parties’ relationship and the Software. If any of the above individuals is unable to attend a meeting, a substitute may attend instead of such individual, provided that such substitute has at least the same seniority as the individual being replaced and is authorized to settle the escalation issue.
4. Customer Obligations. Customer is responsible for ensuring that its personnel that interact with Revizto have sufficient technical skills, and respond to and cooperate with Revizto in a timely manner in connection to requests for support services. As a precondition for requesting support services, Customer agrees to (and to cause each of its developers to) use reasonable efforts to: (i) attempt to solve the problem and to utilize sufficient resources to clearly understand that a problem exists before consulting Revizto; (ii) provide Revizto with sufficient information and technical data in order for Revizto to establish that a potential problem is not the kind of problem that is an exclusion from the support services; (iii) make reasonable attempts and expend reasonable resources to provide any data reasonably requested by Revizto to adequately address the potential problem; (iv) utilize sufficient resources to understand the instructions from Revizto in addressing the problem, and make reasonable attempts to correct the problem as suggested by Revizto. In addition, Customer agrees and acknowledges that the extent of access and the accuracy of information and technical data provided may affect Revizto’s ability to provide the support services.
5. Revizto will have no obligation to provide support services to Customer in the event that (i) the problem is caused by Customer’s negligence, misconduct, or misuse of the Revizto Solution, or other causes beyond the reasonable control of Revizto or (ii) the problem is due to Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Revizto’s direct control). In addition, the support services do not include the following: (a) Customer’s failure to comply with operating instructions contained in the documentation; (b) installation, configuration, management and operation of Customer’s applications; (c) APIs, interfaces or data formats; or (d) any training.