Effective Date: 1 January 2025
This Terms of Service Agreement ("Agreement") is entered into between Revieve Oy ("Revieve," "Solution Provider," "we," "our," or "us") and the entity that accesses or uses Revieve’s services ("Client" or "You"). This Agreement governs the Client’s use of Revieve’s solutions, software, and related services ("Services"). By using the Services, the Client agrees to comply with these Terms.
3.1. License. Revieve grants the Client a non-exclusive, non-transferable, non-sublicensable license to use the Services solely for its business purposes, in accordance with this Agreement and the applicable Pricing Agreement. Revieve shall provide the Services strictly as described in the applicable Pricing Agreement. No additional services shall be provided unless agreed in writing by both parties. Client shall not distribute, sublicense, modify, reverse-engineer, decompile, disassemble, or create derivative works from the Services without Revieve’s prior written consent. All rights, title, and interest in and to the Services, including any improvements or modifications, are governed by Section 7 (Intellectual Property).
3.2. Term of Agreement & Termination. This Agreement shall remain in effect throughout the duration of any active Pricing Agreement, and shall automatically apply to any successive renewals of such Pricing Agreements, unless otherwise agreed in writing. If any Pricing Agreement is terminated, this Agreement shall continue to apply to any remaining active Pricing Agreements unless terminated separately in accordance with the terms of this Agreement.
Termination of any individual Pricing Agreement shall be governed by the terms of that Pricing Agreement, including any notice period required for non-renewal or termination. The Client’s obligations under sections related to confidentiality, intellectual property, and indemnification shall survive the termination of any individual Pricing Agreement.
If this Agreement is terminated, the Data Processing Agreement (DPA) shall also be automatically terminated. However, termination of the DPA alone shall not terminate this Agreement or any active Pricing Agreement.
If Revieve determines that the termination of the DPA prevents it from legally providing the Solution under Applicable Data Protection Law, Revieve may temporarily suspend the affected portion of the Solution for up to thirty (30) days while engaging in good faith discussions with the Client to restore compliance. Such suspension shall not constitute a breach of this Agreement and shall not relieve the Client of its payment obligations.
3.3. Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days’ written notice if the other party materially breaches any of its representations, warranties, or obligations under this Agreement. The notice must specify the breach in reasonable detail. If the breaching party fully cures the breach within the notice period to the reasonable satisfaction of the non-breaching party, the termination notice shall be rescinded, and the Agreement shall continue. If the breach is not cured, the Agreement shall terminate automatically at the end of the notice period. This termination right is in addition to any other remedies available under applicable law.
3.4. Restrictions on Use. The Client shall not modify, reverse-engineer, decompile, disassemble, or otherwise exploit the Services beyond the agreed terms. The Client shall use the Services only as permitted and shall not resell or allow unauthorized access to third parties.
4.1. Service Commitment. The Solution Provider commits to offering the Services as described in this Agreement and the applicable Pricing Agreement.
4.2. Data Privacy. The Solution Provider agrees not to disclose, share, or otherwise publish any data collected through the Services from the Client’s Digital Property where the Services are installed in a way that identifies the Client, their end users, or their data. Notwithstanding the aforementioned, the Solution Provider retains the right to include aggregated and anonymized data collected through the Services into reports and benchmarks, provided that such data does not enable the identification of the Client or any of its end users.
4.3. Operational Maintenance. As part of continuous system maintenance, the Solution Provider agrees to use commercially reasonable measures to ensure, to the best of its ability, the operational functionality of the Services once installed and implemented onto the Client’s Digital Property. This excludes any Client-related reasons, third party systems failures, or force majeure events that cause system outage or non-functionality. Service levels and support commitments are detailed separately in the agreement.
4.4. Solution Implementation and Information Sharing. The Solution Provider commits to providing the Solution enabling the Client to install and activate the Solution on their chosen digital property as defined in the Pricing Agreement.
The Solution Provider further agrees to provide the Client with information about the usage of the Solution on the Client's digital property from time to time. In addition, the Solution Provider further provides the Client with the relevant information about the functionality employed in and technology used by the Solution to the extent possible, provided that exposing the information is necessary for the implementation of the Solution on the Client's digital property and does not expose trade secrets or other intellectual property owned by the Solution Provider.
4.5. Compliance with Visual Guidelines. The Solution Provider agrees to provide the Client with the Solution corresponding with the Client's visual guidelines jointly agreed upon by the Solution Provider and Client and approved in writing by the Client. The Solution Provider agrees to inform the Client if the changes requested by the Client require additional work outside the agreed scope.
4.6. Analytics Delivery. The Solution Provider is responsible for delivering analytics on the use of the Solution directly through to the Client's Google Analytics Dashboard (when applicable) or through specialized callbacks provided as part of the Solution, which the Client can integrate into any third-party analytics service.
4.7. Marketing Rights. The Solution Provider shall have the right to use the Client’s name and logo as a public reference in its marketing materials, including but not limited to the Solution Provider’s website, presentations, brochures, and other written or digital materials. For the avoidance of doubt, upon the Client’s written request, such public references shall be promptly removed.
4.8. Watermark. Each Solution shall include a discrete “Powered by Revieve” watermark.
5.1. Installation and Compatibility. The Client is solely responsible for installing, configuring, and integrating the Solution(s) on their Digital Property in accordance with Revieve’s guidelines.. The Client must ensure interoperability between the Solution(s) and any third-party systems, APIs, plugins, software, or features present on their Digital Property, whether installed before or after the installation of the Solution(s)s. Revieve is not liable for performance issues caused by third-party integrations or modifications made by the Client.
5.2. Legal Compliance. The Client represents and warrants that its use of the Solution(s) complies with Applicable Data Protection Law (as defined in Section 2), Client shall be responsible for obtaining necessary user consents, ensuring its privacy policies accurately reflect data collection and processing practices, and implementing appropriate security measures to protect access credentials and user data.
5.3. Consent & Accuracy. The Client is responsible for obtaining and managing required end-user consents in compliance with Applicable Data Protection Law (as defined in Section 2). The Client must also ensure that its privacy policies accurately reflect data collection and processing practices and that data collection aligns with all applicable legal requirements. Additionally, the Client must provide accurate and up-to-date product feeds, if applicable, to ensure proper functionality of the Solution(s).
5.4. Acceptance Period and Change Requests. The Client shall accept delivery of the Solution within 10 days of the Solution Provider providing an initial demo link to the Solution (“Acceptance Period”). During this 10-day Acceptance Period, the Client has the ability to request changes to the design of the Solution. All requested changes should be submitted in a single review round.
5.5. Product Feed Requirement. The Client agrees to provide the Solution Provider with an up-to-date Product Feed containing information about the available relevant products in the Client's inventory and available for purchase from the Client’s digital property where the Solution is installed.
5.6. Access Security. The Client must implement and maintain appropriate security measures to protect credentials, API keys, and login information from unauthorized access, misuse, or disclosure. The Client is solely responsible for managing access permissions and ensuring that only authorized personnel have access to such credentials. These security measures must comply with industry-standard practices and any applicable data protection law and regulations.
5.7. Incident Reporting. The Client must notify Revieve without undue delay, and no later than 48 hours after becoming aware of any Service issues, errors, security breaches, or unauthorized access affecting the Solution(s). Relevant details must be provided to assist in timely diagnosis and resolution.
6.1. Fees, Payment Terms and Taxes. The Client shall pay all fees as specified in the applicable Pricing Agreement. Revieve reserves the right to modify pricing with 60 days' written notice before renewal of the respective Pricing Agreement Unless otherwise agreed in writing, payments are due within fourteen (14) days from the invoice date. All fees are non-refundable and exclusive of any applicable taxes, levies, duties, or government-imposed charges ("Taxes"), for which the Client is solely responsible.
6.2. Late Payments and Non-Payment. If payment is not received by the due date, Revieve will notify the Client of non-payment. Payments must be made within thirty (30) days of such notice. Failure to pay within this period may result in:
If the Client disputes any invoiced amount in good faith, they must notify Revieve in writing within thirty (30) days of the invoice due date, providing details of the dispute. Undisputed charges must still be paid by the due date. Any amounts not disputed within this period shall be considered final and non-contestable.
7.1. Ownership and Retention of Rights. The Agreement and the use of the Solution by the Client does not create or transfer any intellectual property regarding the Solution, or the information used in or generated by the Solution from the Solution Provider to the Client. All such rights remain exclusively with the Solution Provider. Any unauthorized use, transfer, or infringement of the Solution Provider’s intellectual property shall constitute a material breach of this Agreement. Each party retains ownership of their respective intellectual property.
Any rights not expressly granted to the Client under this Agreement are reserved by the Solution Provider. The Client shall not acquire any implied rights, whether by estoppel, implication, or otherwise.
7.2. Improvements and New Inventions. Any enhancements, modifications, or discoveries (each a "New Invention") related to or derived from the Solution Provider’s intellectual property—including patents, proprietary rights, licensed products, or processes—shall remain the sole property of the Solution Provider, subject to any rights granted to the Client under the license. The Client must ensure that its officers and employees, or otherwise employed in any manner, having access to, contact with the Intellectual Property:
7.3. Protection of Intellectual Property. The Client shall not, at any time, directly or indirectly:
At the Solution Provider’s request, the Client shall fully cooperate, at the Solution Provider’s expense, in confirming, perfecting, preserving, and enforcing its intellectual property rights.
7.4. Reporting Unauthorized Use. The Client must promptly notify the Solution Provider of any known unauthorized use, infringement, or unfair competition involving the Solution Provider’s intellectual property.
The Solution Provider reserves the right to audit the Client’s use of the Solution, upon reasonable notice, to ensure compliance with this Section. If unauthorized use is discovered, the Client shall take immediate corrective action and may be subject to additional fees, penalties, or termination of this Agreement.
8.1. Compliance with Privacy Laws. Revieve will process any Personal Data in accordance with Applicable Data Protection Law and the Data Processing Agreement (DPA). The Client represents and warrants that its use of the Solution(s) complies with all applicable privacy regulations.
8.2. Processing of Client End-User Data. To the extent that Revieve receives or has access to the Client’s end users’ Personal Data (“Customer PII”) for the purpose of providing the Solution, Revieve shall:
8.3. Data Ownership and Security. All Customer PII remains the property of the Client. Revieve is granted limited rights to store, manage, and transmit Customer PII only as required to perform the Services. Revieve implements industry-standard security controls, including encryption, access controls, regular audits, and compliance with cross-border data transfer laws.
8.4. Data Processing Agreement (DPA) and Additional Terms. Further details on data management, security, privacy, and compliance obligations are outlined in the Data Processing Agreement (DPA).
8.5. Security & Certifications. Revieve adheres to industry best practices for security, ensuring that its systems and data handling processes meet recognized standards for security, availability, processing integrity, confidentiality, and privacy.
In addition, Revieve employs the following security measures:
9.1. Exclusion of Indirect Damages. Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost data, business interruption, or loss of goodwill, arising out of or related to this Agreement or the Services, even if the party has been advised of the possibility of such damages.
9.2 Cap on Liability. Revieve’s total aggregate liability under this Agreement, regardless of the cause of action and of actual damages, shall not exceed the total fees paid by the Client in the six (6) months preceding the claim. If a party seeks compensation due to a dispute or breach (excluding indemnification for third-party claims), it must provide documented evidence of both the breach and the financial harm suffered. However, this limitation shall not apply in cases of willful misconduct, fraud, or gross negligence, where liability shall be uncapped.
9.3. Client Responsibility for Third-Party Claims. The Client assumes full responsibility for any third-party claims arising from misuse of the Services, including non-compliance with Applicable Data Protection Law, unauthorized modifications, interoperability issues caused by third-party integrations, improper use of the Solution(s), and claims arising from data privacy violations of Applicable Data Protection Law, including but not limited to GDPR or CCPA non-compliance.
10.1. Indemnification by Revieve. Revieve shall defend, indemnify, and hold harmless the Client, its affiliates, officers, and employees ("Client Indemnified Parties") from claims, damages, losses, fines, penalties, and legal expenses arising from:
10.2. Indemnification by the Client. The Client shall defend, indemnify, and hold harmless Revieve, its affiliates, officers, and employees ("Revieve Indemnified Parties") from claims, damages, losses, fines, penalties, and legal expenses arising from:
10.3. Indemnification Process. The Indemnified Party must:
Failure to provide timely notice does not waive indemnification, unless it causes material harm to the Indemnifying Party’s defense.
10.4. Indemnification Limits. Neither party must indemnify the other for liabilities caused by the other party’s:
11.1. Ownership and Authority. Solution Provider solely owns or otherwise controls, to the exclusion of all other persons and entities, all right, title and interest in and to the Solution and Solution Provider’s Intellectual Property and has all necessary power, licenses, clearances, and other authorizations to grant to Client all the License Rights and other privileges granted pursuant to this Agreement and to permit the Promotion of the Solution as contemplated herein.
11.2. No Infringement. To the best of Solution Provider’s knowledge, (i) neither the granting of the License Rights nor the exercise thereof by Client in accordance with the terms of this Agreement will infringe or otherwise violate the proprietary rights of any person or entity under any patent, trademark, copyright, trade secret or otherwise; (ii) neither the Solution nor any of Solution Provider’s Intellectual Property infringes or is alleged to infringe any trademark, copyright, patent or other proprietary right of any person, (iii) there is no patent or patent application, design registration or design application, or trademark or trademark application pending which interferes or potentially interferes with or infringes any of Solution Provider’s Intellectual Property; and (iv) no person or entity is infringing or making any unauthorized use of any of Solution Provider’s Intellectual Property. Solution Provider has taken all reasonable precautions to preserve and document its trade secrets and to protect the secrecy, confidentiality, and value thereof.
11.3. No Litigation History. Solution Provider has not previously been and is not, as of the Effective Date, a party to any litigation involving claims of injury to person or damage to property arising from the use of the Solution, and Solution Provider is not aware of any such litigation or any other actions, proceedings, claims or investigations, whether past, pending or threatened, involving injury to person or damage to property arising from the use of the Solution.
11.4. Service Performance. Revieve warrants that the Solution(s) will substantially conform to the specifications outlined in this Agreement and applicable documentation under normal use. It will use commercially reasonable efforts to maintain and support the Solution(s) as described in the Support and Service Levels section.
11.5. Compliance with Laws. Revieve represents that it shall provide the Services in compliance with all Applicable Data Protection Law, and other relevant regulations.
11.6. Security and Data Protection. Revieve warrants that it has implemented industry-standard security measures, including encryption, access controls, and audits, to protect data processed through the Services. In the event of a security breach affecting Client data, Revieve will notify the Client promptly.
11.7. No Other Warranties. Except as explicitly stated in this Agreement, Revieve disclaims all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12.1. Arbitration. Except for disputes related to or arising from the Client’s use of Revieve’s Intellectual Property after the expiration or termination of this Agreement, any controversy, dispute, or claim between the parties arising out of or related to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved through binding arbitration in Helsinki, Finland, in accordance with the rules of the Arbitration Institute of Finland, unless otherwise agreed in writing. The arbitration shall be conducted in English. The decision of the arbitrator will be conclusive and binding upon all parties hereto, and judgment upon the award may be entered in any court of competent jurisdiction.
12.2. Arbitration Procedure. The arbitration shall be conducted before a single arbitrator, unless otherwise agreed in writing. Each party shall bear its own legal costs, including attorney’s fees, unless the arbitrator determines otherwise. The parties agree that the arbitration proceedings and any related documents shall be treated as confidential, except as required by law or for the enforcement of an arbitral award.
12.3. Equitable Relief. Notwithstanding the above, either party may seek temporary restraining orders, preliminary or injunctive relief from a court of competent jurisdiction to prevent the unauthorized use or disclosure of its Intellectual Property or Confidential Information, or to protect its proprietary rights. Such relief shall not be deemed a waiver of arbitration for all other disputes under this Agreement.
13.1. Support Availability. Revieve provides support services during business hours from Monday to Friday, 8 AM to 5 PM EET.
13.2. Uptime Commitment & Service Credits. The Solution Provider agrees to ensure a minimum of 99.7% operational functionality (uptime) of the Solution once installed and implemented, notwithstanding any Client or Hardware - related reasons for system outage or non-functionality.
(a) Service Credit Eligibility. If Revieve fails to meet the 99.7% uptime commitment in a given month, the Client shall be eligible for service credits, calculated as follows:
(b) Maximum Service Credits & Limitations. No service credits shall apply for downtime incidents shorter than 15 minutes. Total service credits in any month shall not exceed 10% of the Client’s monthly fees. Service credits cannot be redeemed for cash refunds and may only be applied toward future service fees.
This Section 13.2 states the Client’s sole and exclusive remedy for any unavailability, slow performance, or downtime of the Service.
13.3. Response and Resolution Times. Revieve categorizes service issues into three levels of severity, each with designated response and resolution times:
13.4. Change Requests and Exceptions. Change requests submitted after the acceptance period are not covered under these service levels. Additionally, SLA commitments do not apply to issues caused by third-party devices, software, or services.
13.5. SLA Limitations. Service level commitments do not apply to issues caused by third-party devices, software, or services. While Revieve will make every effort to resolve issues as swiftly as possible, it cannot guarantee permanent resolution within the specified timeframes.
13.6. Service Continuity and Security. Revieve ensures service continuity through redundancy measures and maintains a disaster recovery plan. Regular security patches, system monitoring, and risk assessments are conducted to ensure compliance with industry standards.
13.7. Maintenance and Critical System Failures. Clients will be notified in advance of any planned maintenance or service updates. In the event of a critical system failure, Revieve is committed to restoring service availability within a reasonable timeframe.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws as specified in the Pricing Agreement.
14.2 Force Majeure. Neither party shall be responsible for any delay or failure to perform any part of this Agreement due to circumstances beyond its reasonable control, including but not limited to fire, flood, explosion, war, strike, labor unrest, riot, embargo, governmental action, civil or military authority, accident, supply chain disruptions, acts or omissions of carriers, acts of God, or other unforeseen contingencies ("Force Majeure Event"). The affected party shall notify the other party as soon as practicable with full details of the event and shall use reasonable efforts to minimize its impact and resume full performance as soon as feasible.
14.3. Independent Contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Neither party shall have the authority to bind or obligate the other in any manner, and each party remains an independent contractor.
14.4. Amendments and Assignment. Any modifications to this Agreement must be in writing and signed by both parties. The Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Revieve.
14.5. Authority and Compliance. Each party warrants that its representatives signing this Agreement have the legal authority to bind their respective entities. The parties further warrant that entering into and performing this Agreement does not conflict with or breach any other agreement to which they are bound.
14.6. Entire Agreement. This Agreement, together with the applicable Pricing Agreement, constitutes the entire understanding between the parties, superseding all prior agreements, negotiations, or representations, whether written or oral, related to the subject matter herein. Each party acknowledges that it has entered into this Agreement without reliance on any promise or representation not expressly stated in this Agreement.
14.7. Notices. All notices or other communications required under this Agreement shall be in writing and may be delivered by certified mail with return receipt requested, overnight courier, or email. Notices sent by mail or courier shall be addressed to Köydenpunojankatu 2 a D, 00180 Helsinki, Finland, and notices sent by email shall be directed to accountsuccess@revieve.com. Either party may update its designated notice address or email by providing written notice to the other party. Notices shall be deemed received (i) on the date of delivery if sent by courier, (ii) three (3) business days after mailing if sent by certified mail, or (iii) upon confirmation of receipt if sent by email.
14.8. Modification of the Agreement. Solution Provider reserves the right to modify or amend this Agreement at any time, including but not limited to, changes in services, fees, or compliance with applicable laws. Such modifications will be effective upon posting the updated Agreement on Solution Provider’s website or notifying the Client via email or other communication channels. Clients who have active Pricing Agreements will be notified of any significant changes to the Agreement. Modifications will apply to services provided after the effective date of the update. Clients may continue to use the services under the revised Agreement, unless they choose to terminate the Pricing Agreement in accordance with the terms set forth in the Pricing Agreement or this Agreement. Any modifications to this Agreement will not retroactively affect the terms of any active Pricing Agreement, except where the changes are required by law or regulation.
By accessing or using Revieve’s Services, you confirm that you have read, understood, and agreed to these Terms of Service, including any policies or agreements referenced herein. If you do not agree, you must discontinue use of the Services immediately.