These Terms of Service ('Agreement') govern access to and use of the Revalytics.AI platform, website, products, software, analytics systems, artificial intelligence tools, operational intelligence systems, and related services (collectively, the 'Services') provided by Revalytics Corporation, a Delaware corporation with its principal place of business at 500 W 2nd St Suite 1900, Austin, TX 78701, doing business as Revalytics.AI ('Revalytics,' 'we,' 'us,' or 'our'). By accessing or using the Services, the Customer agrees to be bound by these Terms.
1. SERVICES
1.1 Access to Services
Subject to this Agreement, Revalytics grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes during the applicable subscription or service term. The Services may be updated, modified, improved, enhanced, or discontinued periodically to maintain: functionality; security; operational performance; compliance; platform integrity; and evolving artificial intelligence capabilities.
1.2 Service Availability
Revalytics will use commercially reasonable efforts to maintain availability of the Services. Temporary interruptions may occur due to: scheduled maintenance; emergency maintenance; infrastructure failures; cybersecurity events; third-party service outages; internet disruptions; cloud provider interruptions; or circumstances outside our reasonable control.
1.3 Support
Revalytics will provide commercially reasonable technical support during standard business operations or as otherwise agreed in writing.
1.4 Free Trial Services
Revalytics may offer limited-duration free trials, pilot programs, demonstrations, or evaluation access to the Services. Free trial Services are provided "AS IS" without warranties of any kind and may be modified, suspended, or terminated at any time. Unless otherwise expressly stated, free trials do not automatically convert into paid subscriptions. Customer Data submitted during a free trial is subject to the same data ownership and processing terms described in Section 3 of this Agreement and the protections described in the Privacy Policy. If Customer does not convert the free trial to a paid subscription within thirty (30) days following expiration of the trial period, Revalytics may delete Customer Data associated with the free trial unless otherwise required by law or agreed in writing.
2. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS
2.1 Customer Responsibilities
Customer is responsible for: maintaining account security; safeguarding login credentials; ensuring authorized access to the Services; and complying with applicable laws and regulations. Customer represents and warrants that it has all necessary rights, permissions, notices, consents, and lawful authority to provide Customer Data to the Services. Customer is solely responsible for: providing legally required notices; obtaining legally required consents; complying with recording and monitoring laws; complying with employment and workforce laws; and complying with privacy and data protection laws applicable to Customer's use of the Services.
2.2 Prohibited Uses
Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble, scrape, or attempt to discover source code, models, algorithms, prompts, or underlying systems; use the Services for unlawful, deceptive, discriminatory, harmful, abusive, fraudulent, or unauthorized purposes; interfere with or disrupt platform security, integrity, or operations; access the Services through unauthorized automated means; use the Services in violation of privacy, employment, consumer protection, intellectual property, or artificial intelligence laws; reproduce, distribute, resell, sublicense, or commercially exploit the Services except as expressly authorized; use the Services or outputs to develop competing products, models, or services; or introduce malicious code, malware, ransomware, or unauthorized access attempts into the Services.
2.3 Third-Party Services
The Services may integrate with or rely upon third-party infrastructure, software, APIs, analytics systems, hosting providers, communication providers, or other technologies ("Third-Party Services"). Revalytics is not responsible for: third-party systems; outages; delays; interruptions; policies; or acts or omissions of Third-Party Services outside our reasonable control. Use of Third-Party Services may also be governed by separate third-party terms or policies.
3. CUSTOMER DATA
3.1 Ownership of Customer Data
Customer retains ownership of: recordings; communications; transcripts; operational data; marketing data; revenue data; workforce-related data; analytics inputs; and other information submitted to or processed through the Services ("Customer Data"). Revalytics does not claim ownership of Customer Data.
3.2 License to Process Customer Data
Customer grants Revalytics a limited, worldwide, non-exclusive right to host, process, analyze, reproduce, transmit, store, and use Customer Data solely for purposes of: providing and operating the Services; generating analytics and reporting; supporting platform functionality; improving reliability and security; fraud prevention; troubleshooting; legal compliance; and improving, developing, maintaining, testing, training, and enhancing Revalytics's internally developed artificial intelligence, analytics, machine learning, and operational intelligence systems.
3.3 Aggregated and De-Identified Data
Revalytics may generate aggregated, anonymized, statistical, or de-identified information derived from Customer Data ("Aggregated Data"). Aggregated Data: will not intentionally identify Customer or individual persons; may be used for analytics, benchmarking, research, operational intelligence, product development, security, and business purposes; and remains the property of Revalytics.
3.4 AI Model Training & MARION Architecture
Customer acknowledges and agrees that Revalytics may use Customer Data, communications, recordings, transcripts, analytics inputs, and related operational data to develop, improve, train, maintain, support, and enhance Revalytics's internally developed artificial intelligence, machine learning, analytics, and platform capabilities. Revalytics applies administrative, technical, and organizational measures designed to reduce unnecessary exposure of customer information during model training and platform improvement activities, including: aggregation; de-identification; anonymization; minimization; and related privacy and security safeguards. MARION, the AI engine at the core of Revalytics, is built using Meta's Llama foundation model fine-tuned by Revalytics using proprietary training data and hosted within Revalytics's controlled cloud infrastructure. Customer data is not intentionally transmitted to Meta or unrelated third-party commercial AI providers in the course of normal Service operations for independent model training purposes. Additional information regarding MARION is available in the Responsible AI & Acceptable Use Policy.
4. CONFIDENTIALITY
Each party agrees to protect the other party's confidential information using commercially reasonable administrative, technical, and organizational safeguards and to use such information solely for purposes related to this Agreement. Confidential information does not include information that: becomes publicly available without breach; was lawfully known prior to disclosure; is independently developed without use of confidential information; or is lawfully obtained from another source.
5. INTELLECTUAL PROPERTY
Revalytics retains all rights, title, and interest in and to: the Services; software; analytics systems; MARION and related artificial intelligence systems; algorithms; workflows; documentation; trademarks; proprietary training methodologies; and all related intellectual property rights. Except as expressly stated in this Agreement, no rights are granted to Customer. Customer feedback, suggestions, recommendations, or enhancement requests may be used by Revalytics without restriction or obligation.
6. FEES AND PAYMENT
Customer agrees to pay all fees specified in applicable: order forms; statements of work; invoices; or subscription agreements. Unless otherwise agreed: invoices are due within thirty (30) days; fees are non-refundable; and overdue balances may accrue interest at the maximum rate permitted by law. Customer is responsible for applicable taxes excluding taxes based on Revalytics's net income.
7. TERM AND TERMINATION
Either party may terminate this Agreement: upon material breach not cured within thirty (30) days; for non-payment; upon insolvency; or if the other party ceases business operations. Upon termination: Customer access to the Services may be suspended or terminated; accrued payment obligations survive; and confidentiality, intellectual property, liability limitations, and data-related provisions survive termination.
7.1 Data Return and Deletion
Upon termination of this Agreement, Customer may request return of Customer Data in a commercially reasonable format within thirty (30) days following termination. Following this period, Revalytics may delete Customer Data from production systems within ninety (90) days, except for information retained: for backup purposes; legal compliance; security obligations; dispute resolution; or aggregated or de-identified purposes as described in the Privacy Policy.
8. SECURITY
Revalytics implements commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect Customer Data. However, Customer acknowledges that: no internet-based service is completely secure; no security safeguard is infallible; and Revalytics cannot guarantee absolute security. Additional information regarding security practices may be described in our Security & Trust Center.
9. AI OUTPUTS AND ANALYTICS DISCLAIMER
The Services may generate: analytics; forecasts; recommendations; summaries; classifications; operational insights; predictive outputs; and other AI-generated content. Customer acknowledges that: AI-generated outputs may contain inaccuracies, errors, hallucinations, or incomplete information; outputs may not always be current, accurate, or reliable; and outputs should not be relied upon as the sole basis for employment, financial, legal, operational, compliance, or business decisions. Human review, oversight, and independent judgment remain Customer's responsibility.
10. WARRANTIES DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." Revalytics DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; ACCURACY; RELIABILITY; AND UNINTERRUPTED OR ERROR-FREE OPERATION.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVALYTICS WILL NOT BE LIABLE FOR: INDIRECT; INCIDENTAL; SPECIAL; CONSEQUENTIAL; EXEMPLARY; OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR BUSINESS INTERRUPTION. REVALYTICS'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY CUSTOMER TO Revalytics DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000). THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4; CUSTOMER'S PAYMENT OBLIGATIONS; OR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. INDEMNIFICATION
12.1 By Customer
Customer agrees to indemnify, defend, and hold harmless Revalytics Corporation and its affiliates, officers, employees, contractors, and agents from claims, damages, liabilities, costs, and expenses arising from: Customer Data; Customer's use of the Services in violation of this Agreement or applicable law; Customer's failure to obtain required notices or consents; or Customer's infringement or misuse of third-party rights.
12.2 By Revalytics
Revalytics Corporation agrees to defend Customer against any third-party claim alleging that the Services, when used in accordance with this Agreement, infringe such third party's United States patent, copyright, trademark, or trade secret rights, and will pay damages and costs finally awarded against Customer in connection with such claim. Revalytics Corporation's obligations under this Section do not apply to claims arising from: Customer Data; Customer's combination of the Services with non-Revalytics products; Customer modifications to the Services; Customer's use of the Services after notice from Revalytics to discontinue such use; or Customer's use of the Services in violation of this Agreement or applicable law. If a claim under this Section is asserted or appears likely, Revalytics may: procure for Customer the right to continue using the Services; modify the Services to become non-infringing; or terminate the affected Services and refund prepaid fees for the unused portion of the applicable subscription term.
12.3 Procedure
The party seeking indemnification will: provide prompt written notice of the claim; allow the indemnifying party sole control of the defense and settlement; and provide reasonable cooperation in the defense.
13. DISPUTE RESOLUTION; GOVERNING LAW
13.1 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt good-faith resolution of disputes through informal negotiation. The party raising the dispute will provide written notice describing: the nature of the dispute; the factual basis; and the requested resolution. The parties will have thirty (30) days to attempt resolution.
13.2 Binding Arbitration
Any dispute arising under or related to this Agreement that cannot be resolved through informal negotiation will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. Arbitration will be conducted in Austin, Texas by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
13.3 Class Action Waiver
Each party waives any right to participate in: a class action; collective action; or representative proceeding. All proceedings must be conducted on an individual basis only.
13.4 Exceptions
Either party may seek injunctive or equitable relief in a court of competent jurisdiction relating to: intellectual property infringement; breach of confidentiality; or violations of Section 2.2 (Prohibited Uses).
13.5 Governing Law
This Agreement is governed by the laws of the State of Texas without regard to conflict of law principles.
14. CHANGES TO TERMS
Revalytics may update these Terms periodically to reflect changes in: technology; legal requirements; operational practices; platform functionality; security practices; or business activities. Updated versions will be posted with a revised effective date. Continued use of the Services after updates constitutes acceptance of the revised Terms.
15. CONTACT INFORMATION
For questions regarding these Terms, contact: privacy@revalytics.ai. For legal notices or contract-related communications, contact: legal@revalytics.ai or Revalytics Corporation, 500 W 2nd St Suite 1900, Austin, TX 78701.
16. NOTICES
All notices under this Agreement must be in writing and delivered by: email to legal@revalytics.ai with confirmation of delivery; certified mail; or recognized overnight courier. Notices to Revalytics must be sent to: Revalytics Corporation, 500 W 2nd St Suite 1900, Austin, TX 78701. Notices to Customer will be sent to the contact information designated in the applicable account, order form, or subscription agreement. Notices are deemed received: upon confirmed delivery if sent by email; upon delivery confirmation if sent by courier; or three (3) business days after mailing if sent by certified mail.
17. FORCE MAJEURE
Neither party will be liable for failure or delay in performance caused by circumstances beyond reasonable control, including: acts of God; natural disasters; war; terrorism; civil unrest; labor disputes; pandemic; government actions; internet failures; telecommunications failures; cloud provider interruptions; or third-party infrastructure outages. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.
18. ASSIGNMENT
Customer may not assign this Agreement without Revalytics's prior written consent. Revalytics may assign this Agreement in connection with: a merger; acquisition; financing; restructuring; or sale of substantially all assets without Customer consent.
19. ENTIRE AGREEMENT
This Agreement, together with: the Privacy Policy; Responsible AI & Acceptable Use Policy; Data Processing Addendum; order forms; statements of work; and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications relating to the Services.
20. SEVERABILITY
If any provision of this Agreement is determined unenforceable or invalid, the remaining provisions will remain in full force and effect. Any invalid or unenforceable provision will be modified only to the minimum extent necessary to make it enforceable.