This Agreement governs Client’s access to and use of the Revaly Services. By signing an Order Form that references this Agreement, Client agrees to be bound by the terms of this Agreement.
1. Definitions
1.1 “Revaly Services” means the services, platform features, analytics, optimization capabilities, and related functionality made available by Revaly, as described in the applicable Order Form.
1.2 “Platform Fee” means the fixed subscription fee payable by Client for access to the Revaly Services, as set out in the applicable Order Form.
1.3 “Approved Transaction Fee” means the variable fee applied to each Approved Transaction, as set out in the applicable Order Form.
1.4 “Approved Transaction” means a transaction deemed approved in accordance with the criteria, logic, rules, and data sources described in the applicable Order Form or Documentation.
1.5 “Order Form” means a written ordering document executed by the Parties that references this Agreement and sets out the commercial terms for the Revaly Services.
1.6 “Client Data” means data provided by or on behalf of Client to Revaly in connection with the provision of the Revaly Services.
1.7 “Personal Data” means any information relating to an identified or identifiable individual processed by Revaly on behalf of Client.
1.8 “Documentation” means Revaly’s written or online user guides, API documentation, integration instructions, and technical materials describing the Revaly Services.
1.9 “Security Breach” means unauthorized access to or disclosure of Client Data resulting from a failure of security within systems controlled by Revaly.
1.10 “Confidential Information” means non-public business, technical, or financial information disclosed by one Party to the other and designated as confidential or that reasonably should be understood to be confidential.
1.11 “Authorized Vendors” means third-party contractors, service providers, and subprocessors engaged by Revaly in connection with providing the Revaly Services.
2. Services & Access; Optimization
Revaly will provide the Revaly Services described in the applicable Order Form. Subject to this Agreement, Client receives a limited, non-exclusive, non-transferable right to access and use the Revaly Services for its internal business purposes during the Term.
Revaly may use modeling, analytics, historical data, and other optimization techniques to format, enrich, and adjust transaction data, including submission strings, descriptors, and other field-level data used in connection with authorization, clearing, and related processing. Client appoints Revaly as its limited agent solely for the purpose of applying such optimizations through the Revaly Services. Client remains responsible for the underlying transactions and for ensuring that its use of the Revaly Services complies with applicable laws and network rules.
Revaly will provide commercially reasonable support and maintenance.
3. Client Responsibilities
Client will: (a) provide required data and integration inputs; (b) maintain accurate transaction data; (c) ensure all required consents and legal rights to provide Client Data and Personal Data to Revaly; and (d) comply with applicable laws, card-network rules, PCI DSS (where applicable), and the Documentation.
Client is responsible for the actions of its employees and third-party providers it independently engages.
4. Customer Communications (Conditional Use)
Revaly may offer optional services that generate, format, or deliver customer-facing communications on Client’s behalf (“Customer Communications Services”). To the extent Client uses any Customer Communications Services, Client authorizes Revaly to generate, format, and deliver such communications on Client’s behalf. Client is solely responsible for obtaining and maintaining all consents, rights, notices, and permissions required to allow Revaly to send such communications to Client’s customers, including compliance with anti-spam, privacy, consumer protection, telecommunications, and card-network rules. Client represents and warrants that Customer Communications, including the content, fields, and delivery instructions provided by or on behalf of Client, comply with all applicable laws and rules. Revaly acts solely as a processor or service provider in delivering such communications. Client will indemnify and hold harmless Revaly from any claims, penalties, or damages arising out of or relating to Customer Communications, including those arising from lack of consent, unlawful content, or regulatory violations.
5. Fees; Invoicing; Payment Terms
5.1 Fees consist of (a) a Platform Fee and (b) an Approved Transaction Fee, as stated in the applicable Order Form.
5.2 Client must pay all invoices within the period stated in the Order Form. Late amounts accrue interest at 1.5% per month (or the maximum rate allowed by law) and may result in suspension of the Revaly Services. Revaly may require shorter payment terms for future renewals in case of repeated late payments.
5.3 Client shall reimburse Revaly for all reasonable costs of collection, including reasonable legal fees, court costs, and disbursements, incurred in connection with collecting overdue amounts.
5.4 Fees are exclusive of taxes. Client is responsible for all applicable taxes, duties, and similar charges, other than taxes based on Revaly’s income.
6. Term; Termination
6.1 This Agreement continues until all Order Forms expire or are terminated. Unless otherwise stated in an Order Form, each Order Form will automatically renew for successive renewal terms equal to its initial term unless either Party gives at least sixty (60) days’ notice of non-renewal before the end of the then-current term.
6.2 Either Party may terminate this Agreement or an affected Order Form for a material breach not cured within sixty (60) days after written notice, or immediately upon the other Party’s insolvency, bankruptcy filing, or similar event.
6.3 If Client terminates an Order Form before the end of its initial term (other than for Revaly’s uncured material breach), Client will pay the early cancellation fee specified in the Order Form. If no such fee is specified, the cancellation fee equals the Platform Fee specified in the Order Form multiplied by the number of months remaining in the initial term.
6.4 Upon termination or expiration, Client’s access to the Revaly Services will cease, but Client will remain liable for all fees due. Sections relating to fees, confidentiality, data, IP, indemnification, limitation of liability, and other provisions that by their nature should survive will continue to apply.
7. Availability
Revaly will use commercially reasonable efforts to provide the Revaly Services on a continuous basis. Client acknowledges that the Revaly Services may be unavailable from time to time due to maintenance, technical issues, failures of third-party providers, or conditions outside Revaly’s reasonable control.
The Revaly Services are provided on an “as-available” basis. Revaly does not guarantee continuous or uninterrupted availability and has no liability for service interruptions or Downtime, subject to the limitations set out in this Agreement.
8. Data; Security; PCI; Authorized Vendors; Security Breach
Client retains ownership of Client Data. Revaly retains ownership of any aggregated, anonymized, or derived data created through the operation of the Revaly Services, which Revaly may use to improve and operate its products and services, provided such use does not identify Client or any individual.
Revaly will maintain administrative, technical, and physical safeguards designed to protect Client Data and will maintain PCI DSS compliance for systems under its control that store, process, or transmit Cardholder Data. Client is responsible for PCI DSS compliance and security measures for its own systems and any third-party systems it controls.
Revaly may use Authorized Vendors to provide portions of the Revaly Services. Revaly remains responsible for the acts and omissions of its Authorized Vendors and will impose data protection and confidentiality obligations on them that are no less protective than those set out in this Agreement.
In the event of a Security Breach affecting Client Data, Revaly will notify Client without undue delay after becoming aware of the Security Breach, provide reasonably available information about the nature and scope of the incident, take commercially reasonable steps to mitigate its effects, and cooperate with Client’s reasonable requests for information needed to meet Client’s legal obligations. If a security incident originates in Client’s systems or those of its vendors, Client will provide similar notice and cooperation to Revaly. Each Party will bear its own costs, except that Client will reimburse Revaly for costs that result from Client’s breach of this Agreement or failure to comply with applicable security or PCI requirements.
9. Intellectual Property
Revaly retains all ownership rights in and to the Revaly Services, including all software, technology, algorithms, models, analytics, reports, and related intellectual property. No licenses or rights are granted to Client except as expressly set out in this Agreement and the applicable Order Form.
Client will not copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Revaly Services, nor will it remove any proprietary notices.
10. Confidentiality
Each Party (the “Receiving Party”) must protect the other Party’s (“Disclosing Party’s”) Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature, and in any event not less than a reasonable degree of care. The Receiving Party may use Confidential Information only to perform its obligations or exercise its rights under this Agreement and may disclose it only to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already lawfully known to the Receiving Party; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it uses reasonable efforts to give advance notice and cooperates (at the Disclosing Party’s expense) with any efforts to limit the disclosure.
11. Warranties; Disclaimers
Revaly warrants that it will provide the Revaly Services in a commercially reasonable manner and substantially in accordance with this Agreement and the applicable Documentation.
EXCEPT FOR THIS LIMITED WARRANTY, THE REVALY SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REVALY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REVALY DOES NOT WARRANT THAT THE REVALY SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THEY WILL ACHIEVE ANY PARTICULAR BUSINESS OR PERFORMANCE RESULT.
12. Indemnification
Client will indemnify, defend, and hold harmless Revaly and its affiliates, and their respective officers, directors, and employees from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client’s breach of this Agreement; (b) Client’s misuse of the Revaly Services; (c) Client’s violation of applicable laws or card-network rules; or (d) claims relating to Client Data or Personal Data provided by or on behalf of Client.
Revaly will indemnify, defend, and hold harmless Client from and against third-party claims alleging that Client’s authorized use of the Revaly Services infringes a third party’s intellectual property rights, subject to the limitations in this Agreement. Revaly may, at its option and expense, modify the Revaly Services to avoid infringement, procure a license for Client to continue using them, or terminate the affected Services with a refund of prepaid, unused fees for the terminated portion.
13. Limitation of Liability
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO REVALY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in this Section limits liability for fraud, gross negligence, or willful misconduct to the extent such limitation is not permitted by applicable law.
14. Force Majeure
Neither Party will be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government actions, failures of telecommunications or internet services, or labor disputes. If such an event continues for more than sixty (60) days, either Party may terminate the affected Order Form or this Agreement upon written notice without penalty.
15. Marketing & Publicity
Unless Client notifies Revaly in writing that it does not wish to be identified, Revaly may identify Client as a customer and use Client’s name and logo in its website, presentations, and customary marketing and investor materials. Any other public announcements, press releases, or case studies referencing Client will require Client’s prior written approval, not to be unreasonably withheld or delayed.
16. General
This Agreement may not be assigned or transferred by Client without Revaly’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Client’s assets, in which case Client must provide prompt written notice. Revaly may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of its business.
Revaly may update this Agreement from time to time and will post the updated version at the URL indicated in the Order Form. Material updates will be communicated to Client. Updates will not apply to any active Order Form term unless agreed in writing. Renewals will be subject to the then-current terms.
This Agreement is governed by the laws of the Province of Quebec, without regard to its conflict of laws rules. Except for (a) actions to collect unpaid Fees or other payment obligations, and (b) claims seeking injunctive or equitable relief, any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration in Montreal, Quebec, conducted in English, by a single arbitrator. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
Actions to collect unpaid Fees or enforce payment obligations may be brought in any court of competent jurisdiction and are not subject to arbitration. Client agrees that Revaly may seek summary judgment, default judgment, or any other collection remedies available under applicable law.
The Parties are independent contractors and nothing creates a partnership, joint venture, or agency relationship (other than the limited agency expressly stated for optimization purposes).
This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements. Any amendments must be in writing and signed by both Parties.
