Software Integration and API Access Terms
Last updated: january 29 2026
PLEASE READ THESE SOFTWARE INTEGRATION AND API ACCESS TERMS (“TERMS”)
CAREFULLY. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH REVELA WHICH
REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“INTEGRATION PROVIDER”)
AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE
“AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER
FORM WHICH YOU SUBMIT VIA REVELA’S STANDARD ONLINE PROCESS AND WHICH IS
ACCEPTED BY REVELA SHALL BE DEEMED TO BE A MUTUALLY EXECUTED ORDER FORM. IF
THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY
LIMITED TO SUCH TERMS.
1. Background
1.1. Purpose. The purpose of this Agreement is to enable: (a) the integration of the Integration
Services into Revela’s Services in accordance with any Revela documentation made available
to Integration Provider (the “Documentation”); (b) Revela’s and Integration Provider’s mutual
property management company clients and customers (the “Mutual Customers”) access to the
Integration Services through the Revela Services; and (c) a pipeline for Integration Provider to
access Outbound Data and provide Revela with access to Inbound Data (collectively, the
“Integration”). Each Party shall reasonably cooperate in good faith with the other Party to
enable the Integration as contemplated hereunder.
1.2. Order Forms. Upon mutual execution, each Order Form shall be incorporated into and form a
part of the Agreement.
2. Ownership and Rights to Data
2.1. Revela Services. As between the Parties, Revela and its licensors own and shall retain all
right, title and interest in and to the Revela Services, and all software, products, works, and
other intellectual property and moral rights related thereto or created, used or provided by
Revela for the purposes of this Agreement, including any copies and derivative works of the
foregoing. Any software which is distributed or otherwise provided to Integration Provider
hereunder (including without limitation any of Revela’s software identified on an Order Form)
shall be deemed a part of the “Revela Services.”
2.2. Integration Provider Services. As between the Parties, Integration Provider and its licensors
own and shall retain all right, title and interest in and to the Integration Services, including any
copies and derivative works of the foregoing.
2.3. Inbound and Outbound Data. Mutual Customers shall retain all right, title and interest in and to
such Mutual Customers’ data, including all Outbound Data and Inbound Data. Integration
Provider, not Revela, shall have sole responsibility for: (a) the accuracy, quality, integrity,
legality, reliability, appropriateness and right to use of all Inbound Data; and (b) securing all
rights, authorizations and consents required to enable Revela to provide Integration Provider
with access to all Outbound Data, in each case of (a) and (b) without breach, violation,
infringement or misappropriation of the rights of any Mutual Customers or of any third party and
without breach of applicable laws, regulations, rules and contractual requirements. The Parties
acknowledge and agree that Revela is entitled to rely on all of Integration Provider’s
instructions, including with respect to the release of all Outbound Data and the use of all
Inbound Data and as described in Section 5.2 (collectively, “Integration Provider Instructions”),
and shall not be responsible for validating whether Integration Provider has received proper
consents or authorizations. Without limiting the foregoing, the Parties acknowledge and agree
that Revela is not responsible to Integration Provider or to any Mutual Customers for
unauthorized access to Outbound Data unless such access is due to Revela’s gross
negligence or willful misconduct.
2.4. Feedback. Integration Provider may provide suggestions, comments or other feedback to
Revela with respect to the Revela Services (“Feedback”). Feedback, even if designated as
confidential by Integration Provider, shall not create any confidentiality obligation for Revela
notwithstanding anything else. Integration Provider hereby assigns and agrees to assign to
Revela all right, title and interest in and to any Feedback.
3. Services and Data Licenses
3.1. Integration. Subject to the terms and conditions of this Agreement, and in each case, solely for
the Term (as defined below) of the Agreement (except as otherwise set forth in Section 6.4)
and solely for purpose of enabling the Integration (and, with respect to the license to Outbound
Data, making and transmitting to Revela any calculations to be included in Inbound Data): (a)
Revela hereby grants Integration Provider a non-exclusive, non-sublicensable right and license
to access and use the Revela Platform, the Revela API and the Outbound Data; and (b)
Integration Provider hereby grants Revela a non-exclusive, sublicensable right and license to
access and use, and to allow Mutual Customers to access and use, the Integration Services.
3.2. Account and Access Codes. Upon Integration Provider’s request, Revela shall provide
Integration Provider with access code(s) (e.g., password, key, tokens, etc.; collectively “Access
Codes”) to access the Revela API and Integration Provider must protect the confidentiality of
such Access Codes. Integration Provider may not sell, transfer, sublicense or otherwise
disclose Access Codes to any party other than those expressly permitted by this Agreement.
Integration Provider may not modify or attempt to circumvent the Access Codes. Integration
Provider is responsible for maintaining the secrecy and security of Access Codes.
3.3. Revocation of Access. Revela reserves the right to deny and/or revoke Integration Provider’s
access to the Revela Services for any reason. Such reasons may include, but are not limited to,
that Integration Provider’s keys have been compromised, published, or shared, or Integration
Provider has used the Revela Services in an abusive manner or in violation of this Agreement.
3.4. Inbound Data License. Integration Provider hereby grants Revela a non-exclusive,
sublicensable rights and license to access and use the Inbound Data to: (a) provide the Revela
Services to Mutual Customers; and (b) internally use any modify the Inbound Data for purposes
of (i) generating Aggregated Anonymous Data (as defined below), and (ii) using and making
available Aggregated Anonymous Data for Revela's business purposes (including without
limitation, for purposes of improving, testing, operating, promoting and marketing the Revela
Services and any of Revela's other products or services, and developing and training artificial
or augmented intelligence algorithms and products). “Aggregated Anonymous Data” means any
and all Inbound Data to the extent such data has been aggregated and/or anonymized so that it
is no longer associated with a specific Mutual Customer or individual. For clarity, Aggregated
Anonymous Data is not itself Inbound Data.
3.5. No Implied License; Intellectual Property Notices. Except for the limited rights and licenses
expressly granted hereunder, no other license is granted, no other use is permitted and Revela
(and its licensors) shall retain all rights, title and interest (including all intellectual property and
proprietary rights) in and to any products or services offered by Revela. Integration Provider
may not remove, obscure, or alter any notice of any copyright notice, patent notice or other
marking signifying an intellectual property or proprietary right contained within the Revela
Services.
4. Restrictions and Limitations
4.1. Restrictions on Revela Services. Except as expressly and unambiguously authorized under
this Agreement, Integration Provider may not directly or indirectly (a) use any of Revela’s
Confidential Information (defined below) to create any service, software, documentation or data
that is similar to any aspect of products or services offered by Revela; (b) copy, rent, lease, sell,
transfer, assign, sublicense, disassemble, aggregate, index, reverse engineer or decompile
(except to the limited extent such restrictions are prohibited by applicable statutory law), derive
source code or algorithms from, modify or alter, interfere with, defeat, avoid, disrupt, bypass,
remove, disrupt or disable any part of the Revela Services; (c) encumber, sublicense, transfer,
rent, lease, time-share or use any Revela Services in any service bureau arrangement or
otherwise for the benefit of any third party; (d) use or allow the transmission, transfer, export,
re-export or other transfer of any product, technology or information it obtains or learns
pursuant to this Agreement (or any direct product thereof) in violation of any export control or
other laws and regulations of the United States or any other relevant jurisdiction; (e) remove
any copyright patent, trademark, or other intellectual property notices, information, and
restrictions contained in any content accessed through the Revela Services; (f) use the Revela
Services to build an application or product that is competitive with any Revela offering or for any
unlawful purpose, including to phish, spam, or distribute malware to any end user; or (g) permit
any third party to engage in any of the foregoing proscribed acts. Integration Services must only
interact with the Revela API using these published API methods. Integration Provider shall not
work around any explicit Revela API limitation using a series of non-API calls, even if such
work-arounds are possible by avoiding use of the Revela API, or otherwise use or interact with
the Revela Services in an unauthorized manner. In addition, Integration Provider shall comply
with any limitations on the frequency of access, calls and use of the Revela API as provided to
Integration Provider by Revela from time to time. Revela expressly reserves the right in its sole
discretion to limit the number and/or frequency of Revela API requests. Integration Provider’s
use of the Revela Services must comply with all applicable laws, rules and regulations.
4.2. Integration Provider Activity. Integration Provider is responsible for all of Integration Provider’s
activity in connection with the Revela Services. Integration Provider (a) shall use the Revela
Services in compliance with all applicable local, state, national and foreign laws, treaties and
regulations (including those related to data privacy, international communications, export laws
and the transmission of technical or personal data laws); and (b) shall not use the Revela
Services in a manner that violates any third party intellectual property, contractual or other
proprietary rights.
4.3. Changes to the Revela Services. Integration Provider acknowledge that Revela may change or
republish APIs, the method for the Integration or otherwise change such features available in
the Revela Services from time to time, and that it is Integration Provider’s obligation and
responsibility to ensure that calls or requests Integration Provider makes to or via the Revela
Services are compatible with the then-current version of the Revela Services. Revela may
attempt to inform Integration Provider of any changes with reasonable notice so Integration
Provider can adjust Integration Provider’s use of the Revela Services, but Revela is under no
obligation to do so.
4.4. Non-Exclusivity. The rights granted by Revela in this Agreement are nonexclusive and Revela
reserves the right to: (a) act as a developer of products or services related to any of the
products that Integration Provider may develop in connection with Integration Provider’s use of
the Revela Services; and (b) appoint third parties as developers or systems integrators who
may offer products or services which compete with Integration Services. Without limiting the
foregoing, nothing in this Agreement shall impair Revela’s right to develop, acquire, license,
market, promote or distribute products, software or technologies that perform the same or
similar functions as, or otherwise compete with any products, software or technologies that
Integration Provider may develop, produce, market, or distribute.
10.1. Disclaimers. Revela makes no representations or warranties concerning the Integration
Services, including without limitation regarding any content or information contained in or
accessed through the Integration Services, and Revela shall not be responsible or liable for the
accuracy, copyright compliance, legality or decency of material contained in or accessed
through the Integration Services or any claims, actions, suits procedures, costs, expenses,
damages or liabilities arising out of use of, or in any way related to use of or access to
Integration Services. Revela make no representations or warranties regarding suggestions or
recommendations regarding, or endorsement of, the Integration Services or any services or
products offered or purchased through or in connection with the Integration Services. Revela is
not a provider of insurance, risk transfer or financial services or any financial advice or
recommendations. Without limiting the foregoing, the Parties acknowledge and agree that
Revela is a technology provider only and not a financial institution or investment advisor and
any information and content provided through the Revela Services is for informational purposes
and is not intended to provide legal, financial, investment, earning or tax advice. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THE REVELA SERVICES ARE PROVIDED “AS IS” AND
“AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-
INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE,
OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN NO EVENT
SHALL REVELA BE LIABLE FOR THE INTEGRATION SERVICES OR THE PERFORMANCE
OR UNAVAILABILITY THEREOF OR ACCESS THERETO.
10.2. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND
FOR INTEGRATION PROVIDER’S BREACH OF SECTIONS 2 THROUGH 5 (INCLUSIVE), 7
OR 8, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES,
AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER
CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR
EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT
(A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR
SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (C) FOR ANY DIRECT
DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF: (I) THE FEES PAID
(OR PAYABLE) HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT
GIVING RISE TO A CLAIM HEREUNDER; AND (II) FIVE HUNDRED DOLLARS ($500.00).
4.6. No Misleading Mutual Customers. Integration Provider may not, under any circumstances
mislead, confuse or cause misapprehension or confusion among users or Mutual Customers as
to the features, functionality, origin, capabilities or other aspects of Integration Services or the
Revela Services, including through Integration Services descriptions. Integration Services must
accurately represent the Outbound Data that Integration Provider accesses through the Revela
Services. When applicable, Integration Provider shall use the same nouns and verbs for objects
and actions that are used in the Revela Services. Integration Provider shall make sure Mutual
Customers understand that Integration Services are not official services of Revela or endorsed
by Revela in any way.
4.7. Integration Services and Support. Integration Provider is solely responsible for any Integration
Services that make use of the Revela API, including any data, text, images or content
contained therein. Integration Provider is solely responsible for providing all support and
technical assistance to end users of the Integration Services. Integration Provider
acknowledges and agrees that Revela has no obligation to provide support or technical
assistance directly to Mutual Customers, Integration Provider’s end users or Integration
Provider with respect to the Integration Services, and Integration Provider shall not represent to
any Mutual Customers or end users that Revela is available to provide such support.
5. Mutual Customer Agreements and Integration Enablement
5.1. Mutual Customer Agreements. For the avoidance of doubt, the Parties acknowledge and agree
that Revela does not, and has no obligation to, market, sell, underwrite, insure, administer,
assume responsibility for, control or otherwise have any responsibility or liability with respect to
the provision, performance or administration of the Integration Services or any other Integration
Provider offerings. Integration Provider shall contract directly and independently with Mutual
Customers for use of the Integration Services (each such agreement, a “Mutual Customer
Agreement”). Revela shall not be a party to any Mutual Customer Agreements. Any
agreements created between Integration Provider and a Mutual Customer are not binding on
Revela, and Revela is not liable for, or obligated to enforce, any such agreements, including,
without limitation, any Mutual Customer Agreement. Any exchange of data or other interaction
between Integration Provider and a Mutual Customer is solely between Integration Provider
and such Mutual Customer and is governed by any applicable Mutual Customer Agreement.
8.1. Mutual Representations and Warranties. Each Party represents, warrants and covenants to the
other Party that: (a) it has full power and authority, and has obtained all approvals, permissions
and consents necessary, to enter into this Agreement and to perform its obligations hereunder;
(b) the execution, delivery and performance of this Agreement does not and shall not conflict
with any agreement, instrument, judgment or understanding, oral or written, to which it is a
party or by which it may be bound; and (c) it is an independent business duly organized, validly
existing and in good standing as a corporation or other entity under the laws and regulations of
its jurisdiction of incorporation or organization.
8.2. Integration Provider Representations and Warranties. Integration Provider represents, warrants
and covenants to Revela that: (a) it understands the requirements of and shall comply with all
applicable laws in connection with its performance hereunder (including, without limitation, laws
relating to personal information and privacy); (b) it has all rights necessary to access and use
the Outbound Data and to provide the Inbound Data to Revela as contemplated hereunder, in
each case without any infringement, violation or misappropriation of any rights of Mutual
Customers or third party rights (including, without limitation, intellectual property rights and
rights of privacy); (c) it has full power and authority, and has obtained all approvals,
permissions and consents necessary, to give all Integration Provider Instructions; (d) it shall
make the Integration Services available to Mutual Customers in a professional and workmanlike
manner, in accordance with industry standards and applicable laws, regulations and rules;
(e) Integration Provider has the full right to provide Revela with the assignments, licenses and
rights provided for herein; and (f) if Integration Provider’s work or the performance or provision
of Integration Services requires a license, Integration Provider has obtained that license and
the license is in full force and effect.
6. Term and Termination
6.1. Term. This Agreement shall commence on the Effective Date of the first Order Form issued
pursuant to these Terms and shall continue until the expiration of all Order Terms, unless
earlier terminated in accordance with this Section 6.
6.2. Termination for Convenience. Either Party may terminate this Agreement for any reason or no
reason upon thirty (30) days’ prior written notice to the other Party.
6.3. Termination for Cause. In the event of a material breach of this Agreement by either Party, the
non-breaching Party may terminate this Agreement by providing written notice to the breaching
Party, provided that the breaching Party does not materially cure such breach within ten (10)
days of receipt of such notice.
6.4. Effect of Termination. Termination of these Terms shall also terminate all Order Forms issued
hereunder. Upon any expiration or termination of this Agreement, all corresponding rights,
obligations and licenses of the Parties shall cease and Integration Provider shall cease using,
and shall have no right to continue as an integration provider with respect to, the Revela
Services. Notwithstanding the foregoing, to the extent necessary for the Parties to continue to
support each Mutual Customer Agreement, this Agreement shall continue in full force and
effect solely through the remainder of, and solely with respect to, each Mutual Customer’s then-
current license term for the Integration Services under such Mutual Customer Agreement, not
to exceed one (1) year from the date of termination or expiration of this Agreement. Integration
Provider shall not make any attempt to sell or market the Integration Services (as made
available through the Integration) during any applicable notice period leading up to termination
of this Agreement (i.e., the thirty (30) day period as set forth Section 6.2 or the ten (10) day
period as set forth in Section 6.3). If requested by Revela, Integration Provider shall use
commercially reasonable efforts to transition any licenses for Integration Services to a delivery
method that does not involve integration with the Revela Services. Notwithstanding the
foregoing or anything to the contrary in this Agreement, in no event shall Integration Provider
during the Term or at any time during the one (1) year period thereafter, directly or indirectly,
encourage, solicit, induce or attempt to induce any Mutual Customer, customer, client, vendor
or other business relation of Revela to cease doing business with or reduce such person’s
business relationship with Revela, or otherwise in any way interfere with the relationship
between any such person and Revela.
6.5. Survival. Section 2, Section 4, Section 5, Section 6.4, this Section 6.5, Sections 7 through 11
(inclusive) and all other provisions of this Agreement which by their nature should survive
termination shall survive termination.
7. Confidentiality and Data Security
7.1. Definition. For purposes of this Agreement, “Confidential Information” shall mean to the extent
previously, presently or subsequently disclosed by or for either party (the “Disclosing Party”) to
the other party (the “Receiving Party”) all business, legal, technical and financial information of
the Disclosing Party or any of its affiliates, suppliers, customers and employees (including
information about research, development, operations, marketing, transactions, regulatory
affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software,
specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas,
whether tangible or intangible, and including all copies, abstracts, summaries, analyses and
other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at
the time of disclosure, or that by its nature would be understood by a reasonable person to be
proprietary or confidential. Confidential Information shall not include information that (a) was
rightfully known to the Receiving Party without restriction before receipt from the Disclosing
Party; (b) is rightfully disclosed to the Receiving Party without restriction by a third party; (c) is
or becomes generally known to the public without violation of this Agreement by the Receiving
Party; or (d) is independently developed by the Receiving Party or its employees without
access to or reliance on such information. The Revela Services, Documentation and Feedback
are Revela’s Confidential Information, and the Integration Services are Integration Provider’s
Confidential Information.
7.2. Restrictions. The Receiving Party shall treat as confidential all Confidential Information of the
Disclosing Party, shall not use such Confidential Information except as set forth in this
Agreement, and shall not disclose such Confidential Information to any third party except as
expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party
shall use at least the same degree of care which it uses to prevent the disclosure of its own
confidential information of like importance to prevent the disclosure of the Disclosing Party’s
Confidential Information, but in no event less than reasonable care. The Receiving Party shall
be responsible for any breach of the terms of this Section 7.2 by its employees and contractors
as if the Receiving Party itself had breached such terms.
7.3. Required Disclosures. The foregoing restrictions shall not prevent the Receiving Party from
making disclosures required by law or court order provided that, if permissible pursuant to
applicable law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure
requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s
efforts to prevent and/or limit the disclosure.
7.4. Data Security. Integration Provider shall implement reasonable administrative, technical and
physical safeguards to protect and preserve the integrity of all Outbound Data and all other
Mutual Customers’ data, including, without limitation, to protect the foregoing from unauthorized
access, use, alteration, disclosure or processing and to comply with all applicable laws, rules
and regulations and the requirements of all Mutual Customer Agreements. Integration Provider
shall promptly notify Revela of any actual or suspected misuse or unauthorized access, use,
alteration, disclosure or processing of any Confidential Information, Outbound Data or any of
Mutual Customers’ data. Upon the expiration or termination of any Mutual Customer
Agreement, or if any Mutual Customer or individual contacts Integration Provider to make a
request pertaining to any Outbound Data or Inbound Data at any time, Integration Provider
shall notify Revela and, as applicable, promptly forward the request to Revela and shall
promptly take such actions and provide such information as Revela may request to help Revela
adjust the flow of Outbound Data and fulfill requests of individuals to exercise their rights under
the applicable privacy or data security laws.
7.5. Return or Destruction. In the event of any termination or expiration of this Agreement, (a) the
Receiving Party shall promptly either return or, at the Disclosing Party’s request, securely
destroy the Confidential Information of the Disclosing Party; and (b) Integration Provider shall
promptly cease access to and either return or securely destroy all Outbound Data, except as
otherwise required by applicable law, regulation or rule or the requirements of any applicable
Mutual Customer Agreement.
8. Representations and Warranties
5.2. Notice of Mutual Customer Agreements. Integration Provider shall notify Revela in writing upon
execution of any Mutual Customer Agreement and instruct Revela to enable access to the
Integration Services through the Revela Services for a Mutual Customer. Revela shall have no
obligation to enable the Integration Services for any Mutual Customer that has not executed a
Mutual Customer Agreement directly with Integration Provider. By providing Revela of any
notice of a Mutual Customer Agreement or instruction to enable access to Integration Services
for a specific Mutual Customer, Integration Provider represents, warrants and covenants that it
has obtained all required authorizations, consents, and permissions from such Mutual
Customer to: (a) allow Revela to provide access to and use of the Integration Services; (b)
perform the Integration Services; (c) access and use, and enable Revela to transmit to
Integration Provider, the Outbound Data; and (d) transmit to Revela, and allow Revela to
access and use, the Inbound Data, in each case in accordance with the terms of this
Agreement. Revela shall have no obligation to verify the existence or sufficiency of any Mutual
Customer Agreement.
9. Indemnification
9.1. Mutual Indemnity. Each Party shall defend, indemnify and hold the other Party, its affiliates and
each of its and its affiliates’ employees, contractors, directors, suppliers and representatives
harmless from and against all liabilities, claims, and expenses paid or payable to an unaffiliated
third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to such
Party’s gross negligence or willful misconduct.
9.2. Indemnity Obligations. Integration Provider shall defend, indemnify and hold Revela, its
affiliates and each of Revela’s and Revela’s affiliates’ employees, contractors, directors,
suppliers and representatives harmless from and against all Losses that arise from or relate to:
(a) the Integration Services, the Inbound Data, the Integration Provider Instructions or
Integration Provider’s performance or provision of any of the foregoing, including, without
limitation, any disputes, reversals, corrections or adjustments in connection with the Integration
Services; (b) Integration Provider’s access to or use of Outbound Data or other Mutual
Customers’ data; (c) any Mutual Customer Agreement; or (d) Integration Provider’s breach of
its representations, warranties and covenants in this Agreement.
9.3. Indemnity Procedure. Each indemnifying Party’s indemnification obligations hereunder shall be
conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written
notice of any claim (provided that a failure to provide such notice shall only relieve the
indemnifying Party of its indemnity obligations if the indemnifying Party is materially prejudiced
by such failure); (b) the option to assume sole control over the defense and settlement of any
claim (provided that the indemnified Party may participate in such defense and settlement at its
own expense); and (c) reasonable information and assistance in connection with such defense
and settlement (at the indemnifying Party’s expense).
10. Disclaimers; Limitation of Liability
4.5. Downtime and Suspension. Integration Provider’s access to and use of the Revela Services
may be interrupted for the duration of any scheduled, unscheduled or unanticipated downtime,
suspension or other unavailability of any portion or all of the Revela Services, for any reason
and in Revela’s sole discretion, including but not limited to: (a) as a result of power outages,
system failures or other interruptions; (b) for scheduled and unscheduled downtime to permit
maintenance or modifications to the Revela Services; (c) in the event of a denial of service
attack or other attack or event that Revela determines may create any risk to Revela,
Integration Provider or any of Revela’s customers or licensees (including, without limitation, any
Mutual Customers); or (d) in the event that Revela determines that any Integration Services are
prohibited by applicable law or otherwise determines that it is necessary or prudent to do so for
legal or regulatory reasons. Revela shall have no liability whatsoever for any damage, liabilities,
losses (including any loss of data or profits) or any other consequences that Integration
Provider may incur as a result of any downtime, suspension or other unavailability of the Revela
Services.
11. Miscellaneous
11.1. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior
negotiations or agreements (oral or written), between the Parties regarding the subject matter
hereof. Any inconsistent or additional terms on any related purchase order, confirmation or
similar form, even if signed by the Parties hereafter, shall have no effect under this Agreement.
11.2. Publicity. Integration Provider hereby consents to inclusion of its name and logo in partner lists
and marketing materials that may be published as part of Revela’s marketing and promotional
efforts.
11.3. Modification. Revela may change these Terms from time to time at its discretion. The date on
which these Terms were last modified shall be updated at the top of these Terms. Revela shall
use commercially reasonable efforts to provide Integration Provider with reasonable notice prior
to any amendments or modifications taking effect, either by emailing the email address
associated with Integration Provider’s account on the Integration Services or by another
method reasonably designed to provide notice to Integration Provider. If Integration Provider
accesses or uses the Revela Services, or continues to offer the Integration, after the effective
date of the revised Terms, such access and use shall constitute Integration Provider’s
acceptance of the revised Terms.
11.4. No Waiver. The failure of either Party to enforce its rights under this Agreement at any time for
any period shall not be construed as a waiver of such rights, and the exercise of one right or
remedy shall not be deemed a waiver of any other right or remedy.
11.5. Severability. If any provision of this Agreement is determined to be illegal or unenforceable,
that provision shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable.
11.6. Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Michigan and the United States without regard to conflicts of laws provisions thereof.
Exclusive jurisdiction and venue for actions related to this Agreement shall be the state and
federal courts located in Wayne County, Michigan, and both Parties consent to the jurisdiction
of such courts with respect to any such actions.
11.7. Remedies. Except as specifically provided otherwise herein, each right and remedy in this
Agreement is in addition to any other right or remedy, at law or in equity. Each Party agrees
that, in the event of any breach or threatened breach by Integration Provider of this Agreement,
Revela may suffer irreparable damage for which it shall have no adequate remedy at law.
Accordingly, the Revela shall be entitled to seek injunctive and other equitable remedies to
prevent or restrain such breach or threatened breach, without the necessity of posting any
bond.
11.8. Notices. All notices under this Agreement shall be in writing and delivered to the Parties at their
respective addresses stated in an applicable Order Form or at such other address designated
by written notice. Notices shall be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by email or facsimile; the day
after being sent, if sent for next day delivery by recognized overnight delivery service; or upon
receipt, if sent by certified or registered mail, return receipt requested.
11.9. Force Majeure. In the event that either Party is prevented from performing, or is unable to
perform, any of its obligations under this Agreement due to any cause beyond its reasonable
control that such Party could not have prevented through the exercise of reasonable due
diligence, the affected Party shall give written notice thereof to the other Party and its
performance shall be extended for the period of delay or inability to perform due to such
occurrence. If a Party’s non-performance of its obligations hereunder continues for a period of
thirty (30) or more consecutive days, the other Party shall have the right, upon notice to the
impacted Party, to terminate this Agreement.
11.10. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in
whole or in part, by Integration Provider without Revela’s written consent. Any action or conduct
in violation of the foregoing shall be void and without effect. Revela expressly reserves the right
to assign this Agreement and to delegate any of its obligations hereunder. This Agreement
shall be binding upon, and inure to the benefit of, the successors, representatives and
permitted assigns of the Parties hereto.
11.11. Independent Contractors. The Parties shall be independent contractors under this Agreement,
and nothing herein shall constitute either Party as the employer, employee, agent or
representative of the other Party, or both Parties as joint venturers or partners for any purpose.