Revenue.io
Master Service Agreement

This Master Service Agreement (“MSA”) governs Customer’s use of the Revenue Products, including Revenue AI, and Customer’s receipt of Professional Services. By using any of the Revenue Products or accepting any Professional Services, Customer and each of its Users hereby agree to the terms of this MSA. Revenue may modify these terms from time to time in its sole discretion, which changes shall become effective upon Customer entering into a new Order Form with Revenue or upon renewal of the Subscription Term, as applicable. Revenue shall notify Customer of any such changes via the email specified in the Order Form. Customer is responsible for monitoring its email for any such notices and informing Revenue if its preferred contact information changes.

1. DEFINITIONS
   1. Unless otherwise specified elsewhere in this Agreement, capitalized terms have their meanings set forth in this Section 1.
   2. “Agreement” means this MSA together with each Order Form, the DPA, Privacy Policy, and all other policies and ancillary agreements referenced in this MSA or any such other documents.
   3. “AI” means artificial intelligence.
   4. “AI Subprocessors” means the processors listed here as adjusted from time to time: https://www.revenue.io/subprocessors.
   5. “Customer” means the entity or person identified on the applicable Order Form.
   6. “Customer Data” means any business information or other data of any type that is provided or has been made accessible by Customer to Revenue in connection with Revenue providing Revenue Products, including Inputs and Outputs.
   7. “Effective Date” means the start of the earliest Subscription Term.
   8. “Input” means Customer-submitted and Customer-generated information, including Customer Data, for processing by Revenue AI. For clarity, any information that Customer submits as a prompt or query is only an Input to the extent that the Customer generates that prompt or query. Any prompts, suggestions, guidelines, queries, weights or parameters that Revenue provides or incorporates into any Revenue Product or that are presented to or available to Customer to modify or supplement does not constitute an Input.
   9. “Order Form” means a written or electronic ordering document, including any addenda or supplements thereto, entered into by the parties that specifies the Revenue Products to be provided by Revenue to Customer, the applicable fees, the Subscription Term, the number of Users, and any other relevant terms and conditions.
   10. “Output” means responses generated by Revenue AI in response to an Input. For clarity, any guidelines, weights or parameters that are incorporated into or used by Revenue AI to generate Output does not constitute Output.
   11. “Professional Services” if purchased, means the training, consulting and implementation services specified in a statement of work (“SOW”) referenced in and attached to the applicable Order Form.
   12. “Revenue” means Revenue, Inc. with its principal place of business at 15000 Ventura Boulevard, Suite 201, Sherman Oaks Los Angeles, CA 91403.
   13. “Revenue AI” means any feature(s) or functionality utilizing machine learning and generative artificial intelligence, including but not limited to prompts, suggestions, guidelines, queries, weights or parameters that Revenue provides or incorporates into Revenue Products but solely to the extent made available by Revenue to Customer. Revenue AI shall be deemed a Revenue Product, but there is no obligation on Revenue to make any Revenue AI available to Customer absent Revenue’s acceptance of an Order Form specifying the Revenue AI to be provided.
   14. “Revenue Product” means the version(s) of Revenue product(s) and services actively supported by Revenue and to be provided by Customer, as specified in the applicable Order Form.
   15. “Subscription” means the right granted to Customer to access and use the Revenue Products, subject to the terms and conditions of the Agreement, during the Subscription Term and for the number of Users set forth therein.
   16. “Subscription Term” means the term set forth in the applicable Order Form specifying Customer’s access period for the particular Revenue Product identified in that Order Form.
   17. “User” means a unique, named employee or Contractor (as defined in Section 2.1 (Access to Products)) of Customer who is authorized by Customer to access and use the applicable Revenue Product.
2. DELIVERY OF REVENUE PRODUCTS
   1. Access to Products. Revenue shall make available to Customer the Revenue Products specified in the associated Order Form for the Subscription Term and for use by the number of Users specified in such Order Form. Customer may permit its independent contractors and consultants who are not competitors of Revenue (“Contractors”) to serve as Users, provided Customer remains responsible for compliance by each such Contractor with all of the terms and conditions of the Agreement and any such use of Revenue Products by such Contractor is for the sole benefit of Customer.
   2. Passwords and User IDs. Customer shall require that all Users keep any user ID, access code and password information strictly confidential. User IDs are granted to individual, named persons and may not be shared. Customer shall be responsible for any and all actions taken using Customer accounts and passwords.
   3. Additional Users. Customer may add Users or Revenue Products by contacting Revenue and entering into additional Order Forms with Revenue. Unless otherwise specified in the applicable Order Form: (i) the Subscription Term for such additional Users’ Subscriptions shall be in equal scope and duration with the latest expiration of the Subscription Term in effect at the time the additional Users are added; and (ii) pricing for the additional Users’ Subscriptions shall be Revenue’s then current Subscription rates, pro-rated for the remainder of the Subscription Term in effect at the time the additional Users are added.
   4. Support. During the Subscription Term of each Revenue Product, Revenue shall provide support and maintenance (“Support”) for such Revenue Product in accordance with the terms set forth on the applicable Order Form.
   5. Remote Hosting. Customer acknowledges and agrees that Revenue Products may operate on or with a hosted application platform operated by a third party (such as Salesforce.com Google, Nylas, Twilio or Amazon), and Revenue shall not be responsible for the operation of such service, nor the availability or operation of the Revenue Products to the extent such availability and operation is dependent upon the availability and operation of such service. Customer shall be solely responsible for procuring any rights necessary for Customer to access such service and for complying with any applicable terms or conditions. Revenue does not make any representations or warranties with respect to any third-party providers or any of their products or services. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
3. LICENSE
   1. Grant of License. Subject to the terms and conditions of this MSA, Revenue hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, limited right to access and use the Revenue Products, only in accordance with (a) any technical specification documentation generally made available by Revenue with regard to such Revenue Product (“Documentation”), (b) the applicable Subscription Term and (c) any User or field of use restrictions set forth in the applicable Order Form.
   2. License Restrictions. Customer shall not: (a) rent, lease, copy, provide access to or sub-license Revenue Products to a third party, except to the extent expressly permitted under Section 2.1 (Access to Products), (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or any non-public APIs to Revenue Products, (c) modify any Revenue Product (provided that, for the avoidance of doubt, configuration or customization of the Revenue Product using the tools provided in the Revenue Product shall not be considered a prohibited modification), or create any derivative product from any of the foregoing, (d) circumvent or disable any security or other technological features or measures of the Revenue Product, (e) remove or obscure any product identification, proprietary, copyright or other notices contained in Revenue Products (including on any reports or data generated by the Revenue Products), (f) incorporate the Revenue Products into any other offering (whether software-as-a-service or otherwise), (g) use the Revenue Products in any unlawful manner or in any other manner that interferes with, disrupts, or disables the Revenue Products or the networks or services on which the Revenue Products operate, (h) publicly disseminate information or analysis regarding the performance of Revenue Products, (i) provide sensitive data (e.g., health information, government IDs, financial data) as Customer Data or an Input or use Revenue AI to create competing models, mislead users, or generate inappropriate content, (j) use Revenue AI to (I) make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; (II) copy, create, offer, train, or sell any competing AI technology system, product, service, or offering with the same or similar functionality as the Revenue AI during the term of the Agreement; (III) use the Revenue AI or Output to generate content that violates or promotes violence, hate speech, or harassment; or insults or demeans a person; or contravenes any regulatory safety policies; (V) mislead any person that the Revenue AI or Output is solely human-generated; or (VI) modify, manipulate, or use Revenue AI in a way that contradicts Revenue’s ethical guidelines or applicable legal requirements. Customer shall adhere to Revenue’s policies and procedures regarding use of Revenue AI as they may be in effect from time to time and provided to Customer. Customer will provide all disclosures regarding its use of Revenue AI as required by law and to comply with legal and industry practices regarding transparency. For clarity, Revenue reserves the right to suspend or terminate any User’s or Customer’s use of the Revenue Products for violation of any of the foregoing restrictions and obligations, as determined by Revenue in its sole discretion.
   3. Ethics, Compliance, and Acceptable Use. Revenue will use commercially reasonable measures to monitor the AI models provided by its AI Subprocessors to mitigate potential biases and ensure fairness. Both parties shall cooperate to address any issues identified or confirmed by Revenue related to ethics and compliance regarding the Revenue Products.
4. CUSTOMER DATA
   1. Customer is solely responsible for the accuracy, content and legality of all Customer Data, including obtaining all necessary rights and consents to provide such Customer Data to Revenue, and Customer shall ensure that a duplicate copy of any Customer Data exists before it is uploaded to or used in connection with the Revenue Products. Customer further states that it has provided, and will continue to provide, adequate notices and has obtained, and will continue to obtain, the necessary permissions and consents required to provide Customer Data to Revenue for use and disclosure in accordance with this MSA.
   2. Revenue Customer Data Obligations. Revenue shall comply with the requirements of all applicable data protection laws including, for example, the California Consumer Privacy Act and the General Data Protection Regulation for European Union (“EU”) member countries and Switzerland. Revenue abides by and offers EU Model Clauses, also known as Standard Contractual Clauses, to meet the adequacy and security requirements for our customers that operate in the EU, and other international transfers of Customer Data. A copy of our standard data processing addendum, incorporating Model Clauses, is available upon request via privacy@revenue.com. Our Data Protection Officer can also be reached via privacy@revenue.com. Details of our Privacy Policy can be found at https://www.revenue.io/privacy-policy. Revenue shall make commercially reasonable efforts to collect and process specific categories of personal data only as strictly necessary for the operation and functionality of its products and services. This includes, for example, summaries of voice calls, video meetings, SMS messages, and voice/video for conversation analysis, automated coaching, scorecards, opportunity analysis, sentiment analysis, and speech-to-text conversions summaries, as well as metadata such as timestamps, user identifiers, session IDs, and IP addresses to support AI processing and service optimization. Revenue will use this data to provide, maintain, enhance, and develop AI functionalities within its products and services, in compliance with applicable data protection laws. By using Revenue AI or any of the other Revenue Products, as applicable, Customer expressly consents to this data collection and processing set forth in this Section 4 and confirms that all necessary consents from end-users or data subjects have been obtained in accordance with this MSA and applicable laws.
   3. Rights in Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Revenue and all Inputs and Outputs. Subject to the terms of this MSA, Customer hereby grants to Revenue a non-exclusive, worldwide, royalty-free right to use, copy store, transmit and display the Customer Data, but only to the extent necessary to provide Revenue’s products and services. Notwithstanding the foregoing, Revenue may collect, use, and analyze Customer Data in a de-identified and aggregated form (“Aggregated Data”), as well as the Output, for the purposes of operating, maintaining, improving, and enhancing the Revenue Products, as well as for developing new products and services and training, developing, enhancing, and improving the Revenue AI. Additionally, to the extent required by applicable law, Revenue will use commercially reasonable efforts to provide, to the extent known, transparency regarding the source of datasets used to train Revenue AI, types of data collected, the purposes of processing, and the involvement of AI Subprocessors.
   4. Purpose and Scope of AI Usage. Revenue utilizes machine learning and generative AI technologies, including conversation analysis, scorecards, opportunity insights, automated coaching, email generation and sentiment analysis, to enhance its products and services. Some AI functionalities are supported by AI Subprocessors as described in Section 13.9 (Subcontractors) below.
   5. Additional Customer Obligations. Customer shall ensure that its use of Customer Data is at all times compliant with all of Customer’s relevant obligations to third parties and all applicable local, state, federal and international law, regulations and conventions, including, without limitation, those related to consumer protection, data privacy, communications, and the exportation of technical or personal data and complies with Customer’s privacy policies.
5. OWNERSHIP
   1. Ownership. This MSA is a subscription agreement for use of Revenue Products and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to access and use the Revenue Products and that no ownership rights are being conveyed to Customer under this Agreement or otherwise. Revenue and its suppliers, as applicable, retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Revenue Products and any and all related and underlying software (including interfaces), databases (including data models and structures and Aggregated Data) and underlying technology, and no rights are granted to the foregoing by implication or estoppel. Further, Customer acknowledges that the Revenue Products are offered as an online, hosted solution, and that Customer has no right to obtain a local copy of any of the Revenue Products, except for the Documentation and those portions of Revenue Product code that must be run locally to provide the Revenue Products.
   2. Feedback. Customer may submit comments, questions, ideas or other information to Revenue related to Revenue Products (“Feedback”) to either their Revenue account rep or to the company’s support area at Support. Revenue.com. Revenue may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction.
6. SUBSCRIPTION TERM, FEES & PAYMENT
   1. Subscription Term and Renewals. The term of any Subscription shall be one year commencing on the Effective Date of the applicable Order Form (unless otherwise designated in the Order Form). Subscriptions shall automatically renew for additional periods of one (1) year at the list price in effect at the time of renewal unless one party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term.
   2. Subscription Fees. Customer shall pay all fees for each Subscription as specified on the applicable Order Form. Except as otherwise specified in this Agreement or in an Order Form: (a) fees are based on Revenue Products purchased (b) payment obligations are non-cancelable, (c) fees paid are non-refundable and (d) the number of Subscriptions purchased cannot be decreased during the relevant Subscription Term. Because fees are based on the package specified in the Order Form, fees for Subscriptions purchased in the middle of a monthly period will be charged for that monthly period in full and going forward based on the number of monthly periods remaining in the Subscription Term. Revenue reserves the right to modify its Subscription fees at any time upon at least thirty (30) days’ prior notice to Customer.
   3. Payment Terms. All payments shall be made in U.S. dollars within thirty (30) days of receipt of invoice, unless otherwise specified in the applicable Order Form. Customer shall be responsible for all sales, use, GST, tariffs, value-added withholding or similar taxes or levies, whether domestic or foreign, except taxes based on the net income of Revenue. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due, or the highest rate permitted under applicable law, whichever is lower.
   4. Suspension of Service; Reconnection Fees. All use of Revenue Products and delivery of Professional Services is subject to Customer’s compliance with this Agreement and paying any fees due for the use of such Revenue Products and Professional Services. If Customer is late with any payment, in addition to any of its other rights or remedies, Revenue reserves the right to suspend Customer’s access to the Revenue Products and suspend performance of Professional Services without liability to Customer, until such amounts are paid in full. In addition, Revenue reserves the right to impose a reconnection fee to restore Customer’s access after all amounts have been paid in full.
7. TERM AND TERMINATION
   1. Term. This Agreement is effective as of the Effective Date and, unless terminated earlier in accordance with this MSA, shall terminate upon the expiration or termination of all Subscription Terms.
   2. Termination for Cause. Either party may terminate the Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of the Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party.
   3. Effect of Termination. Upon any termination of this Agreement, Customer shall immediately cease any and all use of, and access to, Revenue Products and delete (or, at Revenue’s request, return) any and all copies of any related Documentation, any user ID’s, passwords or access codes and any other Revenue Confidential Information (as defined below) in its possession. Customer acknowledges that following termination, Customer shall have no further access to any Customer Data through the Revenue Products, and that Revenue may delete any such data in its possession at any time after termination. Termination of the Agreement is not an exclusive remedy and the exercise of either party of any remedy under the Agreement will be without prejudice to any other remedies it may have under the Agreement, by law, or otherwise. Revenue shall have no liability from any termination of any Revenue Product or termination of the Agreement in accordance with the terms of this MSA.
   4. Survival. The following Sections shall survive any expiration or termination of this Agreement: 1 (Definitions), 3.2 (License Restrictions), 4 (Customer Data), 5 (Ownership), 6.2 (Subscription Fees), 6.3 (Payment Terms), 7 (Term and Termination), 8.2 (Warranty Disclaimer), 10 (Limitation of Remedies and Damages), 11 (Indemnification), 12 (Confidential Information), 13 (General Terms), 15 (Use of Customer Logo), 16 (Call Recording), 17 (Messaging (SMS)), and 18 (Product Updates).
8. LIMITED WARRANTY
   1. Limited Warranty. Revenue warrants, for Customer’s benefit only, that Revenue Products will operate in substantial conformity with the applicable Documentation during the associated Subscription Term. Revenue’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Revenue’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Revenue determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy a refund of: (a) the pro-rated amount of the applicable monthly Subscription fee allocable to the number of days the Revenue Product was not in conformance with the warranty and (b) any fees pre-paid by Customer for any remaining portion of the terminated Subscription Term. The limited warranty set forth in this Section shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, (iii) if the non-conformity was corrected by an update to the Revenue Product previously made available to Customer, (iv) if the non-conformity was specific to a beta or preview release version of the Revenue Product, or (v) to use provided on a no-charge or evaluation basis.
   2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1 (LIMITED WARRANTY), REVENUE PRODUCTS, REVENUE AI, SUPPORT, PROFESSIONAL SERVICES AND OTHER REVENUE OFFERINGS OR SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. REVENUE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD REQUIRED BY LAW.REVENUE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE REVENUE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL PRESERVE OR MAINTAIN ANY CUSTOMER DATA WITHOUT LOSS. REVENUE DOES NOT WARRANT THAT CUSTOMER’S USE OF PRODUCTS WILL COMPLY WITH APPLICABLE FEDERAL AND STATE LAWS, INCLUDING FOR EXAMPLE, THE TELEPHONE CONSUMER PROTECTION ACT, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AND THE FLORIDA CONSUMER PROTECTION LAW AND THE FLORIDA TELEMARKETING ACT, AMONG OTHER APPLICABLE CONSUMER PROTECTION LAWS REFERENCED IN SECTION 17 (MESSAGING (SMS)). REVENUE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF REVENUE.REVENUE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON CUSTOMER’S USE OF THIRD-PARTY SERVICES.CUSTOMER ACKNOWLEDGES THE INHERENT RISKS OF AI, INCLUDING POTENTIAL INACCURACIES, BIASES, AND HARMFUL OUTPUTS. CUSTOMER IS RESPONSIBLE FOR ESTABLISHING APPROPRIATE USE POLICIES, OBTAINING CONSENTS, AND PROVIDING HUMAN OVERSIGHT IN THE USE OF ALL REVENUE AI. REVENUE IS NOT RESPONSIBLE FOR ANY OUTPUT INACCURACIES IN OUTPUT THAT REVENUE AI GENERATES OR CUSTOMER’S FAILURE TO COMPLY WITH APPLICABLE LAW IN THE USE OF REVENUE AI. REVENUE DOES NOT GUARANTEE, AND DOES NOT AND IS NOT OBLIGATED TO VERIFY, AUTHENTICATE, MONITOR OR EDIT CUSTOMER DATA, INCLUDING THE INPUTS, OR ANY OTHER CUSTOMER DATA INTO OR STORED IN THE REVENUE AI FOR COMPLETENESS, INTEGRITY, QUALITY, ACCURACY OR OTHERWISE. CUSTOMER SHALL BE RESPONSIBLE AND LIABLE FOR THE COMPLETENESS, INTEGRITY, QUALITY AND ACCURACY OF INPUT INTO REVENUE AI. CUSTOMER IS SOLELY RESPONSIBLE TO ENSURE THAT ALL OUTPUT IS CHECKED AND VALIDATED, THAT THEY ARE FIT FOR CUSTOMER’S PURPOSE AND THAT THEY ARE IN COMPLIANCE WITH APPLICABLE LAWS PRIOR TO THEIR USE. TO THE EXTENT ANY APPLICABLE LAWS REQUIRE CERTAIN DISCLAIMERS OR DISCLOSURES, CUSTOMER AGREES TO COMPLY WITH ANY SUCH REQUIREMENT IN ACCORDANCE WITH CUSTOMER’S USE OF REVENUE AI. FURTHER, DUE TO THE NATURE OF AI, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE REVENUE AI SERVICES MAY GENERATE OR RETURN THE SAME OR SIMILAR OUTPUT TO OTHER CUSTOMERS OR A THIRD PARTY. IF CUSTOMER PROVIDES REVENUE WITH WRITTEN NOTICE OR OTHERWISE DECIDES THAT CUSTOMER NO LONGER DESIRES TO USE REVENUE AI, REVENUE IS NOT REQUIRED TO RETAIN ANY INPUTS OR OUTPUTS USED OR OTHERWISE PROCESSED IN CONNECTION WITH THE REVENUE AI SERVICE. CUSTOMER MUST NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING, AND CUSTOMER MUST NOT RELY ON WORKFLOWS/PROCESSES OR WORK INSTRUCTIONS IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR CUSTOMER’S NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY CUSTOMER FROM THE REVENUE AI SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9. PROFESSIONAL SERVICES
   Revenue shall provide the Professional Services (if purchased and referenced in the applicable Order Form or SOW). The parties acknowledge that the scope of the Professional Services consists solely of either: (a) assistance with Revenue Product deployment and usage; or (b) development or delivery of additional related Revenue copyrighted software or code. Customer shall have a license right to use anything delivered as part of the Professional Services subject to the terms of its license to use the Revenue Products under Section 3 (License), but Revenue shall retain all right, title and interest in and to any such work product, code or deliverable and any derivative, enhancement or modification thereof. The scope of Professional Services shall be as set forth in the applicable SOW and will include a description of the work to be performed, fees, dependencies and other technical specifications or related information. Revenue will charge Customer for Professional Services at the per-hour rates set forth in the Order Form or SOW, as applicable (or, if not so specified, at Revenue’s then-standard rates). Customer will reimburse Revenue for reasonable travel and lodging expenses as pre-approved and incurred. Revenue will invoice Customer on a monthly basis and all invoices will be payable by Customer pursuant to Section 6.3 (Payment Terms) of this MSA.
10. LIMITATION OF REMEDIES AND DAMAGES
    1. EXCLUSION OF CERTAIN DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. CAP ON LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, A PARTY’S ENTIRE LIABILITY UNDER TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (IN THE CASE OF REVENUE’S LIABILITY TO CUSTOMER) OR PAYABLE (IN THE CASE OF CUSTOMER’S LIABILITY TO REVENUE) BY CUSTOMER TO REVENUE DURING THE PRIOR TWELVE (12) MONTHS UNDER IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
    3. EXCEPTIONS. THE LIMITATIONS SET FORTH IN SECTIONS 10.1 (EXCLUSION OF CERTAIN DAMAGES) AND 10.2 (EXCEPTIONS) SHALL NOT APPLY WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR ANY CLAIM ARISING UNDER SECTIONS 3.1 (GRANT OF LICENSE), 3.2 (LICENSE RESTRICTIONS), 11 (INDEMNIFICATION), 12 (CONFIDENTIAL INFORMATION), 16 (CALL RECORDING), OR 17 (MESSAGING (SMS)).
    4. Failure of Essential Purpose. The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.
11. INDEMNIFICATION
    1. Indemnification Obligations of Revenue. Revenue shall indemnify, defend and hold harmless Customer from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim of infringement of an issued U.S. patent, copyright, or trademark asserted against Customer by a third party based upon Customer’s use of Revenue Products as authorized in this MSA. If Customer’s use of any Revenue Product is, or in Revenue’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Revenue may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the applicable Revenue Products; or if (a) and (b) are commercially impracticable; (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term which was paid by Customer but not delivered by Revenue. The foregoing indemnification obligation of Revenue shall not apply: (1) if a Revenue Product is modified by any party other than Revenue, but solely to the extent the alleged infringement is caused by such modification; (2) to the extent such claim arises from any element of any third party product or service or the combination of the Revenue Product with any other third-party product or service; (3) to any unauthorized use of Revenue Products; or (4) any action arising as a result of Customer Data or any third-party deliverables or components contained within Revenue Products. THIS SECTION 11.1 SETS FORTH REVENUE’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
    2. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Revenue from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from (i) Revenue’s or its third-party service providers’ use or processing of Customer Data (including, but not limited to, any claim of intellectual property infringement); (ii) Customer’s use of Revenue Products in violation of this Agreement or applicable consumer protection laws; and (iii) any claim brought against Revenue by a third party (a) alleging that Customer, or any of its employees, agents or subcontractors, infringes such third party’s copyright, patent, trademark or trade secret rights in providing any Input; (b) that arises out of or relates to access or use of, or inability to access or use, the Revenue AI by Customer or any of its employees, agents and subcontractors; (c) Customer’s use of the Revenue AI for any High Risk Use or Unacceptable Risk Use. “High Risk Use” means any uses of Revenue AI that could or does: (i) significantly and negatively impacts Revenue’s operations or reputation; (ii) significantly and negatively impacts intellectual property protections or data security or privacy; (iii) impact the work and lives of Customer’s employees, users, partners, clients, and members of the public; or (iv) present novel or significant legal, compliance, or enterprise risks. “ Unacceptable Risk Use” means any use of Revenue AI that: (i) could have or actually has an effect on the access of an individual to employment or in a manner that could affect an individual’s rights under applicable AI laws; (ii) could lead or cause bias or discrimination; or (iii) lead to errors, omissions or other risks that have the potential to impact safety, fundamental rights of natural persons or affect the safety of tangible or physical property. This includes prohibited uses as defined under the EU AI Act.
    3. Indemnification Procedures. A party’s indemnification obligations hereunder are subject to the indemnifying party having received from the indemnified party: (i) prompt written notice of the claim for which the indemnified party is seeking indemnity hereunder, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations hereunder except to the extent the indemnified party is actually prejudiced by such delay; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that the indemnifying party shall not settle any claim without the indemnified party’s consent, unless such settlement (1) does not entail any admission on the part of the indemnified party that it violated any law or infringed the rights of any person or entity, (2) has no effect on any other claim against the indemnified party, (3) provides as the claimant’s sole relief monetary damages that are paid in full by the indemnifying party, and (4) requires that the claimant release the indemnified party from all liability alleged in the settled claim; and (iv) all reasonably necessary cooperation of the indemnified party.
12. CONFIDENTIAL INFORMATION
    1. Confidentiality Obligations. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Revenue Products shall be deemed Confidential Information of Revenue without any marking or further designation. The Receiving Party will hold in confidence and not use or disclose any Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information with the same care that it protects its own information of a like nature, but in any case with at least reasonable care. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any third party unless such third party is subject to written confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as this Section 12.
    2. Exceptions to Confidentiality. The Receiving Party’s obligations set forth in Section 12.1 (Confidentiality Obligations) shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
    3. Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information without breaching its obligations set forth in Section 12.1 (Confidentiality Obligations) solely to the extent such disclosure is required pursuant to an order of a court, administrative tribunal, or other body having the power to compel the production of such Confidential Information (but only to the minimum extent required to comply with such order and with advance notice to the Disclosing Party, such that the Disclosing Party may intervene in response to such order, or if timely notice cannot be given, with the Receiving Party using reasonable efforts to obtain a protective order from the court, tribunal, or other body for such Confidential Information of the Disclosing Party).
    4. Injunctive Relief. The Receiving Party acknowledges that disclosure of Confidential Information may result in substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law, without the necessity of posting bond.
13. GENERAL TERMS
    1. Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Revenue may assign the Agreement or delegate or transfer any of its rights and obligations hereunder. Customer may not assign, delegate, or transfer any part of the Agreement without Revenue’s prior written consent, except that Customer may assign the Agreement in connection with a merger, reorganization, acquisition or transfer of all or substantially all of Customer’s assets to which the Agreement relates. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 13.1 will be null and void ab initio.
    2. Severability. If any provision of the Agreement is held by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect while achieving the intent of that provision to the maximum extent permissible under applicable law.
    3. Governing Law; Jurisdiction and Venue. The Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by Revenue in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the exclusive personal jurisdiction of such courts and waive any argument of improper venue, forum non conveniens, or lack of personal jurisdiction with respect to such courts.
    4. Notice. Any notice or communication required or permitted under the Agreement shall be in writing to the parties at the addresses or email set forth on the Order Form or at such other address or email as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee if given by overnight courier service, or by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail, or by email when receipt is electronically confirmed by the addressee (excluding email auto-replies, bounce-back messages, and the like). If Customer is located outside of the United States, Customer expressly consents to service of process by the aforementioned means and waives its service of process rights under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. In the case of Revenue, all legal notices shall be sent to Revenue, Inc. Attn: Finance 15250 Ventura Blvd Suite 201 Sherman Oaks, CA 91403 and finance@revenue.io
    5. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived any of its rights. No provision of any purchase order or other business form employed by Customer will supersede or supplement the terms and conditions of the Agreement, and any such document relating to the Agreement shall be for administrative purposes only and shall have no legal effect and is expressly rejected.
    6. Entire Agreement; Order of Precedence. The Agreement is the entire agreement of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Agreement. In the case of conflict between this MSA and an Order Form or SOW, the Order Form or SOW, as applicable, prevails, but solely with respect to the Revenue Products or Professional Services, as applicable, covered by such Order Form or SOW. In the case of conflict between this MSA and the DPA or Privacy Policy or between an Order Form or SOW and the DPA or Privacy Policy, the DPA or Privacy Policy, as applicable, prevails.
    7. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, changes in import or export controls, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
    8. Subcontractors. Revenue may use the services of subcontractors for performance of services under the Agreement, provided that Revenue remains responsible for (i) compliance of any such subcontractor with the terms of the Agreement and (ii) for the overall performance of Revenue Products as required under the Agreement. Revenue AI uses AI Subprocessors to provide certain AI functionalities. The AI Subprocessors operate under their own policies in compliance with industry privacy, security, and ethical standards, aligned with Revenue’s commitments.
    9. Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    10. Government End-Users. The Revenue Products are commercial computer software. If Customer or its Users are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Revenue Products, or any Documentation, including technical data and manuals, is restricted by a license agreement or by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Revenue Products were developed fully at private expense. All other use is prohibited.
14. USE OF CUSTOMER LOGO
    Unless presented with a written agreement stating otherwise, Revenue may use Customers’ logo and or/trademark on the Revenue website and in other marketing materials.
15. CALL RECORDING
    There are various U.S. federal and state and international laws governing the use of call recording. Unlawful use of call recording can lead to civil suits and also criminal prosecution. Customer shall ensure that their company’s call recording procedures comply with all applicable laws and regulations. Revenue is not responsible for Customer compliance.By using the Revenue call recording feature, Customer is required and agrees to maintain compliance with all applicable laws and regulations. Customer understands and agrees that Customer is solely responsible and liable for compliance with such laws and regulations and under no circumstances shall Revenue be responsible or held liable for such compliance. Customer agrees to indemnify, defend, and hold Revenue harmless for any violations of such laws and regulations, in accordance with Section 11 (Indemnification).In some countries (including certain U.S. States) obtaining consent from all parties to record a phone call is required. As a result, Customer may need to inform its employees and third-parties called through the Revenue service that their calls are being recorded. Customer is responsible for obtaining any and all legally-required consents when making a call with call recording enabled.Customer should consult with an attorney prior to recording any call. The information above does not constitute legal advice.
16. MESSAGING (SMS)
    SMS messaging is governed by various federal and state laws, including but not limited to the federal Telephone Consumer Protection Act. Together with applicable state laws, the TCPA governs the consent and delivery requirements for delivery of SMS messages (“applicable consumer protection laws”). Unlawful use of SMS can lead to fines and civil suits, among other penalties. Customer shall ensure that its SMS procedures comply with all applicable consumer protection laws and regulations. Customer agrees to indemnify, defend, and hold Revenue harmless for any violations of such laws and regulations, in accordance with Section 11 (Indemnification).Customer acknowledges that other countries may have similar regulations and laws related to SMS procedures and compliance. As a result, Customer is also responsible for all aspects of compliance outside as well as inside of the U.S.Customer should consult with an attorney prior to sending any SMS. The information above does not constitute legal advice.
17. PRODUCT UPDATES
    As Revenue’s Products evolve, software sometimes is updated and installed automatically to make the new version or feature(s) available. Customer acknowledges that its use of the Revenue Products is voluntary and that Revenue Products are online, subscription-based products, and that Revenue may make changes to Revenue Products in its sole discretion without liability or notice to Customer. Customer understands and agrees that Revenue may update the Revenue Products and install such updates, as appropriate in Revenue’s discretion, at any time during the term of this Agreement without prior written notice. Except to extent expressly set forth in an SOW for Professional Services, Revenue has no obligation to develop any new product features, updates, or improvements to the Revenue Products.