API Terms

REVIZTO APPLICATION PROGRAMMING INTERFACE TERMS OF USE

THESE REVIZTO APPLICATION PROGRAMMING INTERFACE TERMS OF USE (THE “API TERMS”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, WHO WILL BE REFERRED TO AS “CUSTOMER”) 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 API.

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. ANY REFERENCE HEREIN TO “CUSTOMER” SHALL IN SUCH CASE REFER TO THE REPRESENTED BUSINESS ENTITY. THE AFOREMENTIONED ENTITY SHALL, AS THE CONTRACTING PARTY, BE FULLY BOUND BY THE TERMS OF THIS AGREEMENT.

BY ACCESSING OR USING THE REVIZTO API, CUSTOMER AGREES TO BE BOUND BY THE TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS, CUSTOMER SHOULD NOT ACCESS OR USE THE REVIZTO API.

Revizto API and Applications
1. License Grant. Subject to the Terms, Revizto provides Customer with a non-exclusive, non-transferable, non-assignable, revocable License to access and use the Revizto API solely (i) to develop applications that interact with the Revizto Solution, and may either be custom-developed for a given business purpose, or benefit the wider community (the “Applications”), or (ii) to use these Applications.
2. Resale and Distribution. Customer is authorized to commercialize any application it has developed using the Revizto API, however shall in no case resell, sublicense, distribute or otherwise commercialize the Revizto API, nor any Applications developed by Revizto or by third parties without the express prior written permission to do so from Revizto or the respective Application owners/developers.
3. Customer Support. It is understood that the Revizto API and the Applications are provided on an “as is” and an “as available” basis, and do not benefit from the Revizto Solution support.
Restrictions and Obligations
1. Customer shall not (i) use the Revizto API and/or the Applications, in any manner that is fraudulent, misleading, in violation of any applicable law, or in any other manner in violation of the Terms, and shall not encourage or enable any third party to do so; (ii) engage in any activity that could negatively impact the availability, reliability, or performance of the Revizto API and/or the Applications; (iii) sublicense, sell or distribute the Revizto API and/or the Applications; (iv) reverse-engineer the Revizto API and/or the Applications; (v) interfere with, or create an undue burden on the Revizto API and/or the Applications in a manner that poses or has the potential to pose harm to Revizto’s other customers or internal systems; (vi) send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, through the Revizto API and/or the Applications; (vii) 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 (viii) probe, scan or test any vulnerability of the Revizto API and/or the Applications, including, without limitation, performing penetration, stress or load testing, including by introducing software or automated agents or scripts, without prior written consent from Revizto; (ix) perform or publish any performance or benchmark tests or analyses relating to the Revizto API and/or the Applications, other than solely for Customer’s internal use; (x) scrape, crawl, index or collect data from the Revizto API and/or the Applications without obtaining explicit consent from the data owners and complying with all applicable laws and regulations; (xi) use the Revizto API to develop a product or service that competes with the products or services offered by Revizto; or (xii) use the Revizto API and/or the Applications in violation of any applicable laws and regulations;
2. Customer shall make no representations or warranties regarding the Revizto API and/or the Applications or any other matter, to its Affiliates, clients, users, or any other third party, from or on behalf of Revizto, and Customer shall not create any obligations or liabilities for Revizto.
3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Revizto API and/or the Applications, 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.
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 these Terms. Revizto reserves the right to remedy violations of any of the Terms immediately upon discovery, by any means necessary including remotely disabling Customer’s access to the Revizto API and/or the Applications. Customer agrees not to block, electronically or otherwise, the transmission of data required for compliance with these Terms. Any blocking of data required for compliance under these Terms is considered to be a material breach of the Terms. Customer agrees not to disclose to any third parties any documents provided by Revizto for Customer including but not limited to security assessment documents, etc. Breach of this provision will constitute a material breach of the Terms.
2. Usage Limitations. Revizto may impose usage limits on the Revizto API. Customer shall comply with such usage limits and understands that in the event of any access in violation with such usage limits, Revizto may disable Customer’s access to the Revizto API and/or the Applications.
3. Revizto Proprietary Rights. Revizto exclusively owns all rights, titles and interests, including all related Intellectual Property Rights, in and to the Revizto API and Revizto Applications, all of which are protected under applicable copyright and other intellectual property laws and international treaties. Customer further acknowledges and agrees that Revizto and its third-party licensors own and shall continue to own all rights, titles, and interests in and to the Revizto API and Revizto Applications, 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 API and/or the Applications 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 API and/or the Applications 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 of the Revizto Solution, as defined per the Revizto License Subscription Terms and Conditions, who possess rightfully obtained access, to access and/or use the Revizto API and/or the Applications. Except as expressly authorized by this Agreement, Customer shall not disclose or make available the Revizto API and/or the Applications, 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 API and/or the Applications, 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 API and/or the Applications, or any portion thereof.
Security‍
1. Customer represents and warrants that any Application developed by Customer (“Customer Application”), has been designed to securely operate with the Revizto API. Customer shall ensure proper configuration of its Equipment to ensure secure operation of Customer Applications.
2. Customer shall employ reasonable technical, administrative and physical security measures for Customer Application to protect the private data of Customer Application users. Such security measures shall, in addition to being compliant with applicable laws and regulations including data privacy laws, meet or exceed applicable industry standards.
3. Within 24 (twenty-four) hours upon becoming aware of a security incident affecting the Revizto API and/or the Applications and/or any data therein, Customer will notify Revizto and will fully cooperate with Revizto in order to warrant Revizto’s compliance with its obligations resulting from such incident.
4. Revizto reserves the right to monitor, review, or audit any Customer Application in order to verify compliance with these Terms or with applicable laws and regulations, however has no obligation to do so. Customer shall fully cooperate with such audits, and comply with Revizto’s reasonable requests.‍
Term & Access Removal
1. These Terms are effective upon Customer’s accessing, and/or otherwise using the Revizto API and/or the Applications, even if Customer has not expressly accepted these Terms.
2. Revizto may modify, suspend or discontinue the Revizto API and/or the Applications, or any part thereof, at any time and without giving prior notice.
3. Without prejudice to any other of its rights, Revizto may disable Customer’s access to the Revizto API and/or the Applications, if (i) Customer (or any of Customer’s users) materially breaches or fails to comply with any of the terms described herein.
4. Sections 3, 4, 6, 7, and any other provisions that by their nature are intended to survive expiration of these Terms, shall survive any access removal by Revizto for any reason.

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 API and/or the Applications by Customer, its users, any party related to Customer, or any party acting upon Customer’s authorization in a manner that is not expressly authorized by these Terms. Notwithstanding anything herein to the contrary, Customer may not settle any Claim without Revizto’s prior written consent if such settlement offer contains an admission of guilt or fault by Revizto, or any injunctive, equitable, or any other non-monetary relief or remedies enforceable against Revizto.‍
Disclaimer and Limitation of Liability
1. The Revizto API and/or the Applications are 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 API and/or the Applications will meet Customer’s requirements or that operation of the Revizto API and/or the Applications will be uninterrupted, timely, secure, or error free, that defects or errors in the Revizto API and/or the Applications will be corrected, or that any information or data stored or transmitted through the Revizto API and/or the Applications will not be lost, corrupted or destroyed. Customer assumes responsibility for selecting the Revizto API and/or the Applications to achieve Customer’s intended results, and for the results obtained from Customer’s use of the Revizto API and/or the Applications. Customer shall bear the entire risk as to the quality and performance of the Revizto API and/or the Applications. Revizto uses a third-party data center to host the Revizto API and/or the Applications. Customer acknowledges that Revizto does not control the transfer of data over such third-party facilities, including the internet, and that the Revizto API and/or the Applications 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.‍‍
2. Limitation of liability: To the extent permitted by law, 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 these Terms. Revizto’s total aggregate liability arising out of or in connection with these Terms or the use of Revizto API and/or the Applications will not exceed 100 CHF (one hundred Swiss francs) or its equivalent in any foreign currency.‍‍
3. 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.‍
Software License Terms & Conditions‍
1. To access and/or use the Revizto API and/or the Applications, Customer may need to download and install software. Such software is licensed and not sold and is 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 such software is subject to such software’s terms and conditions of this License, and require Customer’s compliance in addition to and not in substitution of the present Terms. ‍
General Terms ‍
1. Amendments. Revizto reserves the right to revise these Terms from time to time. Such revisions will be effective upon publication on Revizto’s website and/or upon acceptance when accessing the Revizto API and/or the Applications, after which Customer shall be lawfully deemed to have accepted such revised terms. ‍
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. These Terms 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 these Terms shall be resolved exclusively by the Courts of the Canton of Vaud, Switzerland. To the maximum extent permitted by law, Customer hereby consents to the jurisdiction and venue of such courts and waives any objections to the jurisdiction or venue of such courts. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. ‍
4. Severability. If any part of these Terms 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. ‍Governing Language. Any translation of these Terms 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.‍
7. Notices. Any formal 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.
8. ‍Entire Agreement. These Terms completely and exclusively state the entire agreement of the parties regarding the subject matter herein, and supersede, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.
9. ‍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 terms and provisions herein, with all applicable laws and regulations including without limitation EU Regulation (EU) 2016/679 (the General Data Protection Regulation) and the new federal data protection act of September 25, 2020 of the Swiss Confederation, and with its privacy policy.‍
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. “Applications” means applications that interact via the Revizto API with the Revizto Solution, and have been either custom-developed for a given business purpose, or have been developed to benefit the wider community.
3. “Authorized Users” shall have the meaning included in the Revizto License Subscription Terms and Conditions, as published on the Revitzo website.
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 any 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. “Equipment” means Customer’s equipment and ancillary services needed to connect to, access or otherwise use the Revizto API and/or the Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
6. “Feedback” means any ideas, feedback, suggestions, materials, information, opinions, or other input provided by Customer or its users.
7. “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.
8. “Revizto API” means the Application Programming Interface made available by Revizto to Authorized Users of the Revizto Solution.
9. “Revizto Solution” means, where relevant, the combination of the Cloud Services, the Revizto software or similar materials (including modules, components, features and functions) made available by Revizto, and other applicable benefits, such as technical support and maintenance services.

‍