Last Updated: October 26, 2024

1. INTRODUCTION

This Terms of Service Agreement (“Agreement”) is between Revalate Inc. (“Revalate”,”Company,” “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”). This Agreement governs your use of our services (“Services”). Please read it carefully. By accessing our Services, you agree to comply with all the terms and conditions stated in this Agreement.

2. SERVICES
   1. Revalate provides custom software development, automation, and integration services focused on improving operational efficiency, specifically tailored for business needs.
   2. All services will be outlined in a specific project proposal, including scope, timelines, and deliverables. Any changes to the scope of work must be agreed upon in writing by both parties.
3. FEES AND PAYMENT

1.  Fees: The fees for the services are outlined in the project estimate provided to the Client. Any changes to the services or additional work beyond the agreed scope will be billed at Revalate’s hourly rate or as mutually agreed upon in writing.
2.  Payment Schedule: Payments will be made according to the customized schedule outlined in the project proposal. A deposit may be required to begin work, and additional payments will be processed according to the agreed schedule. Failure to make timely payments may result in delays or suspension of services.
3.  Late Payments: Late payments will incur interest of 2% per month (26.82% per year) on any outstanding balances. Revalate reserves the right to suspend services if payments are not made on time.
4.  Money-Back Guarantee: ‍Our guarantee is designed to give you peace of mind throughout the development process. Below are the key terms of our guarantee:
   1. Guarantee Period: The money-back guarantee is valid throughout the development phase. This period starts from the date of signing the project contract and continues until final delivery, or until a decision to terminate the project has been made.
   2. Refund Eligibility: Refunds will be issued based on the progress draws system. Each phase of the development is reviewed with you before proceeding to the next. If you are not satisfied with the app at any review point, you may request to stop the project. A full refund will be provided for any uncompleted stages. The deposit and payments for completed phases are non-refundable.
   3. Deposit and Progress Draws: A deposit is required upfront before we begin the project.
      Payments are then made in stages as the app progresses through each development phase.
      Before continuing with each phase, we’ll review the work with you. If you approve, the project will proceed. If not, you are eligible to stop the development and receive a refund for the remaining stages.
   4. Termination of Project: If you decide to terminate the project, all work completed up to the point of termination will be reviewed with you. While we may not have a fully functional app to hand over, we can discuss on a case-by-case basis if a handover of the app in its current state is feasible. Any payments made for phases not yet started will be refunded accordingly.
   5. Exclusions: Any changes in scope after the initial workflow analysis or additional features requested beyond the original agreement will not be covered under the money-back guarantee unless explicitly stated in the agreement.

4. TERM AND TERMINATION

6. This Agreement will commence upon receipt of the first payment or deposit made by you for our services and will continue for an initial term of twelve (12) months (the “Initial Term”), unless terminated earlier in accordance with the provisions outlined herein. After the Initial Term, this Agreement will automatically renew for subsequent one (1) month periods (each a “Renewal Term”, collectively with the Initial Term known as the “Term”), unless either party gives the other party written notice of its intent not to renew this Agreement at least ten (10) days prior to the end of the Initial Term or any Renewal Term.
7. If neither party opts out of the renewal, the Agreement will continue in effect under the same terms and conditions. In the event of early termination as provided herein, the appropriate procedures as stipulated in this Agreement will be enacted.
8. By making the first payment or deposit, you acknowledge and agree to the terms of this Agreement, and it will be considered legally binding between us.
9. Either Party will have the right to terminate this contract without penalty with ten (10) days written notice for the following reasons: i) either Party commits a material breach of a material provision of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days after receiving written notice from the non-breaching party of the breach; or ii) either Party becomes incapable, for any reason, of performing the Services required hereunder, or ceases to carry on business for any reason whatsoever.
10. Additionally, as stated in the payment and fees section, should you wish to cancel our services, you may do so at any time without penalty. However, it is important to note that we do not provide refunds or pro-rated amounts for services already delivered or in progress upon cancellation. All payments rendered to us for our services are deemed final.
11. At the end of the Term, the Customer shall pay Revalate all Fees and expenses it owes Revalate under the terms of this Agreement.

5. MODIFICATION TO TERMS OF SERVICE

‍We reserve the right to modify, update, or change these Terms of Service at any time without prior notice. Any modifications, updates, or changes will be effective immediately upon posting on our website or notifying you through other appropriate means. It is your responsibility to review the Terms of Use periodically for any such changes. By continuing to access or use our services after the modifications, updates, or changes have been posted, you acknowledge and agree to be bound by the revised Terms of Use.

6. LIMITED USE OF MARKS

‍Subject to the terms and conditions of this Agreement, each Party grants to the other Party a non-exclusive, royalty-free license to use the Party’s trademark, trade name, and logo (the “Marks”) for the sole purpose of fulfilling the terms of this Agreement.  Title to the Marks shall remain with the owner of the Marks.  Any use of the Marks of a Party shall be subject to that Party’s right to review and approve, at its sole discretion, such use before any publication, distribution or dissemination.  Subject to this section, the Customer retains exclusive rights to its Marks used in the execution of this project.  No other use of Customer’s Marks shall be made without written permission from the Customer.

7. REPRESENTATIONS AND COVENANTS
   1. Each Party represents, warrants and covenants to the other that it is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction.
   2. Each Party represents, warrants and covenants to the other that it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
   3. Each Party represents, warrants and covenants to the other that neither the execution nor the delivery of this Agreement by it, nor compliance with this Agreement’s terms, conditions and provisions (i) conflicts with, or will conflict with, or results or will result in, any breach of, or constitute a default under any of the provisions of any material agreement or instrument to which it is a party, or (ii) will result in the contravention of any applicable law
   4. Each Party represents, warrants and covenants to the other that it does now and shall during the Term comply with all applicable laws, including without limitation consumer protection and sale of goods, personal information protection and privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada), and anti-spam legislation.
   5. Revalate further represents, warrants and covenants to Customer that Revalate has (and, during the Term of this Agreement, will always have) the necessary expertise, skills and experience to perform the Services required hereunder.
8. PRIVACY
   1. For the purposes of this section 7, “Personal Information” means any information about an identifiable individual.
   2. ‎Revalate  or its affiliates or contractors may, in the course of providing Services, have access to or ‎acquire Personal Information of the Customer’s employees, contractors ‎and beneficiaries. Subject to this Agreement’s terms and conditions and applicable laws, Revalate may ‎collect, use or disclose Personal Information:‎
      1. ‎in connection with providing, managing or billing for Services; or
      2. as otherwise permitted or required by law.‎
   3. ‎Each Party will comply with all applicable laws regarding the collection, use and disclosure of ‎Personal Information, including the Personal Information Protection and Electronic Documents Act ‎‎(Canada).‎
   4. ‎The Customer represents and warrants to Revalate that the Customer has obtained and will obtain all ‎required consents and permissions from its employees, contractors, or beneficiaries for the collection, use and disclosure of Personal Information as set out in this Agreement.‎
   5. ‎Revalate represents and warrants that it meets and satisfies, and will meet and satisfy for this ‎Agreement’s Term, the requirements of a PCI/DSS Compliant Entity (where applicable) as set forth by ‎the PCI Security Standards Council from time to time. ‎
9. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party, its officers, directors, agents, employees, sub-contractors, and affiliates from any and all liability, loss, damages, costs, expenses, claims, or causes of action, including reasonable legal fees and expenses, arising out of or related to: a) the Party’s breach of its obligations under this Agreement; b) any breach of any of its representations and warranties contained in section 5 of this Agreement; and c) the Party’s gross negligence, wilful misconduct or fraudulent actions resulting in bodily injury, including death to persons, or damage to real or tangible property.

10. LIABILITY LIMITATION AND DISCLAIMER

To the maximum extent permitted by applicable law, in no event shall either party be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or other pecuniary loss) arising directly or indirectly from any contract breach, fundamental or otherwise, or from any acts or omissions of employees.  The maximum aggregate liability of either party under this agreement for all direct losses, damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services), proceedings, demands and charges whether arising under statute, contract, in tort (including negligence), at common law or otherwise (including under any indemnity given under this subcontract) shall be the fees paid during the term of this Agreement.  This limit shall not apply in cases of willful misconduct or deliberate acts of wrongdoing.   Except as expressly set out in this Agreement, Revalate makes no, and expressly disclaims all, representations, warranties or conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title or in connection with the ‎Services‎.

11. THIRD-PARTY VENDORS

The Customer acknowledges and agrees that:

1. Revalate may integrate third-party vendors or software as part of the solution provided.
2. Revalate does not guarantee the continued availability of any third-party service and is not responsible for any changes or interruptions in service by these providers.
3. Additional fees may apply for third-party software, and such fees will be detailed in the project estimate. The Client agrees to cover all third-party costs unless otherwise specified.

12. CONFIDENTIALITY

1. In this Agreement, “Confidential Information” means any and all information or knowledge disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) or otherwise obtained by the Recipient relating to the Discloser’s business, strategies, personnel, customers, suppliers, products or services, including methods, techniques, business plans and strategies, marketing and commercial strategies, pricing, concepts, data, know-how, customers, suppliers, inventions (whether patentable or not), specifications, drawings, source code, software libraries, architecture, logic, user interfaces, the terms of this Agreement and all information belonging to third parties in respect of which the Discloser owes any obligation of confidentiality, whether or not any of the foregoing information is identified as being confidential, but does not include any information that the Recipient proves:
   1. was lawfully in its possession before receiving it from the Discloser;
   2. was provided lawfully and in good faith to the Recipient by a third party who has no obligation of confidentiality with respect to the information;
   3. is generated independently by the Recipient without reference to the Discloser’s Confidential Information; or
   4. is or becomes generally available to the public through no fault of the Recipient.
2. Each Party acknowledges that, during the term of this Agreement, it will have access to, will have an opportunity to learn and otherwise become aware of, and will be in possession of the other Party’s Confidential Information.  
3. The Parties acknowledge and agree that, as between the Parties, each Party exclusively owns all its Confidential Information and all proprietary rights or interests in or associated with the Confidential Information except to the extent otherwise provided under this Agreement.
4. The Recipient will:
   1. only use the Discloser’s Confidential Information in accordance with this Agreement only for the purposes contemplated under this Agreement and for no other purpose;
   2. not destroy or delete any of the Discloser’s Confidential Information without the Discloser’s written consent;
   3. not directly or indirectly use, disclose or provide access to any Confidential Information to any Person without the Discloser’s written consent except as necessary to perform its obligations under this Agreement; provided that the Recipient may disclose Confidential Information only to those employees and agents who are subject to confidentiality obligations at least as stringent as those set out in this Agreement and only to the extent required to enable them to perform their duties in accordance with this Agreement; and
   4. not remove or transmit, from its or the other Party’s premises, any Confidential Information without the Discloser’s prior written consent.
5. The Recipient will take commercially reasonable precautions, at least as great as the precautions it takes to protect its own Confidential Information, to protect the Discloser’s Confidential Information in the Recipient’s possession or control and to prevent such Confidential Information from either being accessed, disclosed, distributed, duplicated, destroyed or used in violation of this Agreement.  The Recipient will immediately notify the Discloser upon discovering any unauthorized access, disclosure, distribution, duplication, destruction or use of the Discloser’s Confidential Information and the Recipient will cooperate in any reasonable way to assist the Discloser to regain possession of the Confidential Information and prevent further unauthorized access, disclosure, distribution, duplication, destruction or use.
6. If the Recipient is requested or required by any legal proceeding to disclose any of the Discloser’s Confidential Information, the Recipient may only disclose such part of the Confidential Information as is legally required, provided that prior to any such disclosure the Recipient immediately notifies the Discloser in writing of the details of the required disclosure and, at the Discloser’s request and expense, cooperates in applying for a protective order or other assurance that the Confidential Information will be accorded confidential treatment, or in otherwise challenging and contesting the required disclosure.
7. Notwithstanding the foregoing, either Party may disclose the terms of this Agreement  for the purpose of obtaining confidential legal, financial, tax or other professional planning advice.

13. NON SOLICITATION
    1. During the term of the Agreement and for twelve (12) months following the termination or expiration of ‎this Agreement, the Customer will not, directly or indirectly, solicit any person who is employed by Revalate or ‎who was employed by Revalate at the time of this Agreement’s termination or expiration, to provide any ‎services (either directly or indirectly) to the Customer or any other person, whether as a part-time or full-‎time employee, independent contractor, officer, director, investor, advisor, or otherwise.‎
    2. During the term of the Agreement and for twelve (12) months following the termination or expiration of ‎this Agreement, Revalate will not, directly or indirectly, solicit any person who is employed by the Customer or ‎who was employed by the Customer at the time of this Agreement’s termination or expiration, to provide ‎any services (either directly or indirectly) to Revalate or any other person, whether as a part-time or full-‎time employee, independent contractor, officer, director, investor, advisor, or otherwise.‎
14. DISPUTE RESOLUTION
    1. Any dispute between the parties arising out of or in connection with this Agreement will first be attempted to be resolved by the parties’ management through good faith negotiations, and any party may request in writing that any other Party meet and commence such negotiations within a reasonable period of time (in any event no later than seven (7) days) after the request.  If the dispute has not been resolved within seven (7) days after negotiations commence, any party may refer the matter to arbitration in accordance with the provisions set out below.
    2. Any dispute that cannot be resolved by negotiation will be determined by arbitration, by a single arbitrator, in accordance with the Arbitrations Act (Ontario). There will be a single arbitrator who will have qualifications relevant and suitable to the issue in dispute, and will be disinterested in the dispute and will be impartial with respect to all parties thereto. The arbitrator’s determination will be final and binding upon the parties.  The parties agree that the arbitrator shall have jurisdiction to make an order or orders as to the payment of costs of the arbitration (consisting of the parties’ legal expenses, the fees and expenses of the arbitrator and any other expenses related to the arbitration) and that, in making such an order, the arbitrator may consider both the relative success of the parties and whether any party acted unreasonably.  The arbitrator will have the discretionary authority to grant specific performance, rectification, injunctions and other equitable relief as may be requested by a party including interim preservation orders and any party may, before or after an arbitration has commenced, apply for interim relief, including injunctive relief. The arbitrator will not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. Any order of an arbitrator may be entered with a court of competent jurisdiction for the purposes of enforcement. The place of arbitration will be Toronto, Ontario, and the language of the arbitration will be English. All aspects of the arbitration will be kept confidential.
15. GENERAL
    1. Entire agreement; Amendment: This Agreement constitutes the entire agreement between the parties with respect to all the matters herein and may not be amended or modified in any respect except by written instrument signed by the Parties.  Schedules referred to herein are incorporated herein by reference and form part of this Agreement.  
    2. Assignment: This Agreement may not be assigned by a Party to any party without the prior written consent of the other Party.  
    3. Force Majeure.  If either party is delayed or hindered in the performance of any of its obligations under this Agreement for reasons beyond its reasonable control, including any pandemic or natural disaster, then the performance of such obligations will be excused for the period of the delay. Notwithstanding the previous sentence, this paragraph will not excuse the Customer from the prompt payment of any fee or other payment due to Revalate for Services previously rendered under this Agreement.
    4. Governing law: This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.  The Parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the court of the Province of Ontario.  
    5. Relationship:  The relationship between the Parties is that of independent contractors and does not constitute that of a general agency, or joint venture or partnership or employee relationship.
    6. Interpretation.  In this Agreement: (a) “Section” means a section, subsection, paragraph, or sub-paragraph of this Agreement and “Part” means a captioned part of this Agreement; (b) headings are included in this Agreement for convenience of reference only and do not form part of this Agreement; and (c) the word “including” is not meant to be limiting (whether or not used with phrases such as “without limitation” or “but not limited to”) and the word “or” is not meant to imply an exclusive relationship between the matters being connected. Any amount payable under this Agreement will be paid in Canadian currency.
    7. Non-exclusivity: Each Party agrees and acknowledges that this agreement is non-exclusive and that the other party may pursue similar agreements with other companies without notice.
    8. Counterparts: This Agreement may be executed in one or more counterparts, in facsimile or original form, and when so executed shall form one agreement.  
    9. Enurement: This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of Revalate and Customer.  
    10. Survival: The provisions of Section 3, Section 7 and Section 8 will survive the termination of this Agreement howsoever caused and for any reason whatsoever.

By using our Services, you confirm that you have read, understood, and agree to be bound by this Agreement.

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SCHEDULE A

Other Third-Party Software Components‍

This section is applicable only if the customer has opted to use any third-party software components or additional services.Sequence Enablement Software:Description:

1. Revalate Inc. is a registered reseller of ActiveCampaign and a member of the ActiveCampaign Agency Program. Revalate Inc. white labels this platform with its product name ‘Sequence’.
2. The Customer agrees to ActiveCampaign’s terms and conditions which can be found here: Active Campaign Terms & Conditions
3. Billing and level 1 support will be provided by Revalate Inc.
4. Terms & Conditions subject to change.

Slite Knowledge Base Software:Description:

5. Revalate Inc. is a registered Affiliate Partner of Slite Platform.
6. The Customer agrees to Slite’s terms and conditions which can be found here: End User Terms of Service
7. Billing and level 1 support will be provided by Revalate Inc.
8. Terms & Conditions subject to change.

Glide Platform Custom Apps:

Description:

‍Revalate Inc. also builds custom applications on the Glide platform, tailoring solutions to the specific needs of the customer.

The Customer agrees to Glide’s terms and conditions, which can be found here: Glide Terms & Conditions.

While Revalate provides custom app development services on Glide’s platform, any use of third-party tools or integrations through Glide will also be subject to Glide’s terms and conditions.

Billing for custom app development and level 1 support will be provided by Revalate Inc., while Glide’s platform itself may have additional licensing or subscription costs, which will be specified in the proposal.

‍Third-Party Software Pricing:

‍The pricing for our services will be based on the plan chosen for each user seat, as specified in the proposal provided to you. The proposal will outline the selected plan and its associated pricing for each user seat.

For a comprehensive understanding of our full range of Sequence plan options, including detailed features and pricing, please refer to: Sequence Plans & Bundles. The link will provide you with detailed information on each plan available, allowing you to explore the various features and select the most suitable plan for your needs.

For the convenience of the Customer, Revalate purchases the required Slite user seats and includes the cost in Ops.Progressive or as an additional line item at $15 per month per user for the Standard plan. More about this plan can be found on Slite’s pricing page.

Please note that the pricing outlined in the proposal is subject to the chosen plan for each user seat. As user seat pricing may vary depending on the selected plan, we cannot commit to a fixed price in this general Terms of Use agreement.

We recommend reviewing the proposal thoroughly and accessing the provided link for a comprehensive understanding of our plan options before accepting the Agreement. Should you have any questions or require further clarification regarding pricing or plan options, our customer support team will be more than happy to assist you.

‍Website Use and Access Terms

‍By accessing this website, you agree to be bound by these website Terms of Service, Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. The materials contained in this website are protected by applicable copyright and trademark law.

‍Disclaimer

‍The materials on Revalate’s website are provided “as is.” Revalate makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Revalate does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.

‍Limitations

‍In no event shall Revalate or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Revalate website, even if Revalate or a Revalate-authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

‍Revisions and Errata

‍The materials appearing on Revalate’s website could include technical, typographical, or photographic errors. Revalate does not warrant that any of the materials on its website are accurate, complete, or current. Revalate may make changes to the materials contained on its website at any time without notice. Revalate does not, however, make any commitment to update the materials.

‍Links

‍Revalate is not responsible for the sites linked to its Internet website or the contents of any such linked site. Including any link does not imply endorsement by Revalate of the site. Use of any such linked website is at the user’s own risk.

‍Site Terms of Use Modifications

‍Revalate may revise these terms of use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

‍Governing Law

‍Any claim relating to Revalate’s website shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. General Terms and Conditions are applicable to Use of a Web Site.

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