These Terms of Service ("Terms") along with the rest of the Agreement (defined below) are a legally binding agreement between you (“you“, “your“ or “Client”) and Devenue Inc., a company incorporated under the laws of Delaware, USA with its registered office at 108W. 13th Street, Suite 100, Wilmington, New Castle County, ZIP 19801, Delaware, USA, together with its subsidiaries, and other affiliates, as applicable (“Company”, “us”, “we”, “our”). If you are accessing or using the Services on behalf of an organization, you are agreeing to the Agreement for that organization and representing that you have the authority to bind that organization to the Agreement (in which case, "you" and "your" will refer to that organization).
You and the Company shall be referred to collectively, as the “Parties” and individually as a “Party”.
The Services are intended solely for business and professional use. By accessing or using the Services, you confirm that you are acting in a business or professional capacity, are of legal age, and are legally competent to enter into a binding agreement.
Please read these Terms carefully before using the Services. You accept and agree to these Terms by accessing or using the Services, clicking to accept these Terms or accepting these Terms in any other way. If you do not agree with any part of these Terms, you must not use the Services. Please note that your continued use of the Services constitutes your acceptance of these Terms and any changes thereto.
These Terms supersede all previous oral, written terms and conditions (if any) communicated to you (including, but not limited to, any prior versions of the Terms) and shall act as a binding agreement between you and the Company. In the event the Company executes any work order, purchase order, services agreement, order form or any other agreement with the Client in relation to one or more Services (“Work Order”), the terms and conditions as set out in such Work Order shall apply and supersede however, only to the extent of conflict, if any. Other than as provided in the Work Order, the Company will not accept any counter offers to these Terms, and all such offers are hereby categorically rejected.
- Ownership of the Services
- You agree and acknowledge that the Company has the worldwide ownership of the Website and Services including any software code, models, training methodology, process flows, products of training, proprietary technology, technical know-how, software tools, controls, designs, algorithms, analyses, class libraries, text, objects, documentation, and anything in relation thereto and all Intellectual Property Rights in the Website and the Services.
- Any rights not expressly granted herein, are reserved, and no license or right to use any trademark of the Company or any third party is otherwise granted to you in connection with the Services.
- All goodwill arising out of use of the branding assets of the Company, in any jurisdiction, will enure to the sole benefit of the Company.
- If you would like to request permission to use such Intellectual Property for purposes other than your Client related requirements, you may contact us in the manner provided for herein.
- Your Use of the Services:
- Subject to execution and validity of a Work Order, and payment of the Fee, the Company grants to you a limited license to access and use the Services and the Documentation in accordance with the Terms, solely for your internal business purposes.
- Notwithstanding anything to the contrary: (i) your right and license under this Section 2 is non-transferable, non-sublicensable and non-exclusive, and (ii) all rights with respect to the Services that are not explicitly granted herein are reserved by the Company.
- You may not be able to access or use the Services during: (a) planned downtime for upgrades and maintenance to the Services, of which we will use commercially reasonable efforts to notify you in advance; (b) during any unavailability caused by circumstances beyond our reasonable control, such as, any events of force majeure; or (c) any outages, interruptions, delays, or degradations in performance resulting from the unavailability or failure of third-party websites, platforms, service providers, networks, or open-source software components on which the Services rely.
- You acknowledge that the Company may integrate with or rely upon third-party software, products, data sources, tools, or services in connection with the provision of the Services. The Company shall have no responsibility or liability for any unavailability, malfunction, error, delay, data loss, security incident, or other issues arising from or caused by such third-party products or services. The Company shall ensure that any third party with whom it shares User Data in connection with the Services is bound by confidentiality obligations no less protective than those set out in these Terms.
- Fees:
The Fees payable by you to the Company shall be specified in the Work Order. The due date and modalities of payment shall also be as per the Work Order. Unless specified to the contrary, all Fees are exclusive of all applicable taxes and other costs (including bank fees). All taxes and costs must be borne by you.
- Term
Each Work Order shall be effective for the initial subscription term as specified in the Work Order. Unless stated otherwise, each Work Order shall automatically renew for additional consecutive 12-month periods unless either party delivers written notice of non-renewal at least thirty (30) days prior to the expiration of the then current subscription term.
- Restrictions:
- Notwithstanding Section 2 above, you hereby agree not to do any of the following unless expressly permitted by the Terms or without prior written consent of the Company: (i) access non-public areas or tamper with the Company's systems or networks, or those of the Company’s service providers; (ii) attempt to breach, probe, scan, or test the vulnerability of any system or network of the Company or its service providers, or circumvent any of their security features; (iii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, or any server, computer, or database connected to the Services; (iv) use automated tools or mechanisms to access, search, or download content from the Services(including, without limitation, spiders, crawlers, or data mining tools); (v) attempt to decipher, decompile, disassemble, or reverse engineer the Services or any part thereof; (vi) sell, license, share, or otherwise convey or disclose any of the Services or Reports without the prior written consent of the Company; (vii) violate any Applicable Law in connection with the Services; (viii) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or expose the Company or its clients to any liability; (x) use the Services for any commercial purposes without having all necessary rights and licenses to do so; (xi) infringe the Intellectual Property Rights of the Company or misappropriate the Intellectual Property and trade secrets of the Company; (xii) promote, advertise, or distribute illegal, harmful, or restricted products or services; (xiii) engage in fraudulent, deceptive, misleading, harassing, defamatory, obscene, or otherwise unlawful activities; and (xii) encourage, assist or enable any other Person to do any of the foregoing.
- You further acknowledge that the Services and any output generated therefrom must be used responsibly and in full compliance with all Applicable Law, industry standards, and best practices. Accordingly, you agree not to:
(i) fail to provide any required opt-out mechanism or otherwise violate opt-out, unsubscribe, or similar requirements under Applicable Law;
(ii) use false, misleading, spoofed, or anonymous identities, domains, or email addresses when using any communication-related functionality of the Services;
(iii) send communications that result in excessive bounce rates, spam scores, block-listing, or complaint rates, or that otherwise harm the Company’s systems or reputation;
(iv) use the Services to send unsolicited, bulk, harassing, or spam communications, or engage in any other form of abusive communication behavior.
The foregoing restrictions are not exhaustive. The Company reserves the right to implement additional restrictions or require corrective measures where necessary to prevent harm, ensure compliance with Applicable Law, or safeguard the integrity, security, and intended use of the Services.
- User Data:
- You hereby grant to the Company a worldwide, non-exclusive, irrevocable, perpetual and royalty-free license to access, copy, use, analyse, transfer, sub-license, download, and process the User Data to provide the Services to you. We shall have the right to sublicense, assign, or transfer such licenses at our discretion. For clarity, the license granted to the Company under this Section shall include the limited right to disclose, transfer, or provide access to User Data to (i) sub-contractors, sub-processors, and third-party vendors engaged for hosting, infrastructure, processing, support, or delivery of the Services, and (ii) cloud service providers used by the Company.
- The Company may:
- analyze User Data, including through the use of techniques such as machine learning, in order to provide, develop and improve the Services.
- use the User Data in order to grow, enrich and verify the Output Data by a process of combining User Data collected from internal sources, such as registration forms with data collected from other internal sources or third-party external sources.
- use, share, sublicense, display, copy, publish and distribute the User Data in aggregated, or de-identified form for any purpose in any medium.
- You agree that any and all information derived from processing of the User Data shall be owned by the Company.
- Your Responsibility:
- You must ensure that all information or data you receive from the Company or through the Services is used, stored, accessed, and processed in accordance with Applicable Law. You will maintain and comply with a privacy policy that is prepared in accordance with the Applicable Law.
- You shall be obligated to make payment of Fees as set out in Section 3 hereto. The Services shall be provided subject to payment of Fees in a timely manner.
- If you become aware of the presence of a Minor’s Personal Data in the User Data, you provide to us for the use and access of the Services or any Report, you shall immediately inform the Company of the same.
- You will use the Services in accordance with Applicable Law and for lawful purposes.
- You acknowledge and agree that you are solely responsible for your use, handling, and processing of any Output Data generated through the Services. You shall obtain all notices, consents, authorisations, or take any other actions required under Applicable Law prior to using or processing such Output Data. To the extent you process Output Data subject to privacy or data protection laws (including, without limitation, the European Union General Data Protection Regulation 2016/679 or the Data Protection Act, 2018), you agree to do so only on the basis of valid legal grounds, including explicit consent from the relevant data subject or any other lawful basis recognised under Applicable Law.
- Personal Data:
- Personal Data that the Company collects from you and other Persons is stored and processed in accordance with our Privacy Notice. By using the Services, you consent to and agree with the Privacy Notice.
- Both Parties represent and warrant that they are and shall continue to be in compliance with the Applicable Law relating to Personal Data.
- Both Parties agree to provide reasonable assistance to the other Party with regards to any data protection impact assessments or similar exercises that the Parties are required to conduct under the Applicable Law.
- Modification of Services:
The Company is entitled to modify the Services from time to time at its sole and absolute discretion including by adding, deleting, or modifying features, tools, content, and/or any or all other aspects of the Services.
- Marketing Rights:
- Use of Your Name and Logo. By entering into these Terms, you grant the Company the right to use your name, logo, and/or trademark for marketing and promotional purposes. This includes, without limitation, displaying your name and logo on the Company’s Website, marketing collateral, presentations, case studies, and other promotional materials, to identify you as a Client of the Services.
- Scope of Use. The Company agrees to use your name and logo in a manner consistent with your brand guidelines, as provided by you. In the absence of such guidelines, the Company will make reasonable efforts to ensure that your name and logo are used appropriately and respectfully.
- No Endorsement. The use of your name and logo does not imply any endorsement of the Services by you, and the Company agrees not to suggest any such endorsement in its marketing materials.
- Amendment of the Terms:
- These Terms may be amended, modified, and supplemented from time to time by the Company by posting the amended Terms to the Website. By using the Services after an update has been made and posted to the Website you will be deemed to have accepted the amended Terms.
- The last amendment date of these Terms shall be prominently displayed at the outset.
- If the Client does not agree to any modifications or amendments to these Terms, they may choose not to renew their subscription upon the expiry of the current term. However, early termination of the agreement solely on the basis of such modifications or amendments, prior to the end of the agreed contractual term under the Work Order, shall not be permitted.
- Representations and Warranties:
Each Party represents and warrants to the other that: (i) the Terms have been duly executed and delivered and constitute a binding agreement enforceable against the executing Party; (ii) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of the Terms by the executing Party; and (iii) the execution, delivery, and performance of the Terms by the executing Party does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a Party or by which it is otherwise bound.
- Confidentiality:
- Protection and Use of Confidential Information. The Receiving Party agrees to protect and preserve the Confidential Information as confidential, using at least the same degree of care as you would use to protect your own data, but in no event less than a commercially reasonable degree of care. The Receiving Party agrees not to use the Confidential Information for any purpose except to perform its obligations and to exercise its rights under these Terms.
- Disclosure to Representatives. The Receiving Party may disclose the Confidential Information received to its directors, officers, employees, agents, advisors, or contractors (collectively, "Representatives"), provided that such Representative has a 'need to know' the Confidential Information for the performance of these Terms and such Representative is bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of these Terms by any of its Representatives.
- Non-Disclosure to Third Parties. The Receiving Party will not disclose the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party.
- Legally Compelled Disclosure. If the Receiving Party is legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this provision; the Receiving Party shall also extend reasonable cooperation with the Disclosing Party in this regard. In any event, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required to be disclosed and will use commercially reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
- Third Party Dependencies and Disclaimer:
- The Services are subject to third party dependencies that are beyond the control of the Company, these include the following: (i) the Services rely on third party sources of data, including information available in the public domain or otherwise generally accessible, therefore, the correctness of the User Data that is provided to you by the Company is limited by the information obtained from such third parties/ sources; (ii) the Services may utilize, and may allow you to utilize, infrastructure, solutions and services provided by third parties, therefore, the functionality, availability, and security of the Services are dependent on these third-party infrastructure, solutions and services; (iii) the Services is hosted on servers and data centres managed by third-party vendors, thereby making its continuous availability, integrity, and security reliant on these services.
- The Company disclaims all express or implied warranties relating to the Services, including without limitation, any representation or warranty pertaining to non-infringement, merchantability, accuracy, title, fitness for a particular purpose, and representations or warranties arising from course of dealing, usage, or trade practice. No responsibility is assumed by the company for third-party software, hardware, links, products, services, data, or technology, or for unauthorized access, alteration of your data, or breaches leading to data loss or corruption. The Services are provided "as is" and "as available", without assurance that it will meet your requirements, operate error-free or uninterrupted, or continue to be available. The Company makes no representations or warranty and does not provide any assurance regarding the correctness or quality of information provided by the Services. Reliance on, and use of, such data and information is at your risk. You acknowledge that any outputs, suggestions, analyses, summaries, recommendations, or other content generated by the Services (including any Output Data) may contain inaccuracies, omissions, or errors, and are generated on a probabilistic basis. The Company does not warrant the accuracy, completeness, or reliability of such Output Data, and you are solely responsible for independently verifying any results before relying on or using them.
- Feedback. If you choose to provide suggestions, feedback, ideas, or recommendations to the Company regarding our Services or documentation (“Feedback”), you acknowledge and agree that:
(a) such Feedback is voluntarily submitted and is not confidential or proprietary to you or any third party;
(b) Company shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback without restriction or obligation of any kind, including without limitation for commercial or product development purposes;
(c) you grant to us a perpetual, irrevocable, transferable, worldwide, royalty-free, and non-exclusive license to use and incorporate the Feedback into our Services; and
(d) you will not provide any Feedback that is subject to a license or restriction (including open source or third-party licenses) that would require us to license our software or documentation to third parties or otherwise restrict its ability to use the Feedback freely.
These rights survive these Terms.
- AI-Enabled Features
- The Services may include artificial intelligence–enabled functionality such as automated assistants, chatbots, or co-pilot style features (“AI Features”). Any responses, suggestions, summaries, recommendations, insights, or other content generated by the AI Features are based solely on (i) the User Data associated with your individual account, and (ii) the prompts, inputs, and instructions you provide.
- You acknowledge and agree that: (a) AI-generated content may be incomplete, inaccurate, misleading, or error-prone; (b) all AI-generated content is provided for informational and suggestive purposes only and does not constitute professional, operational, technical, legal, or business advice; (c) you must independently verify all AI-generated content before relying upon it; and (d) the Company shall have no liability for any actions taken or decisions made by you in reliance on AI-generated content.
- Termination:
- The Company may, in its sole discretion immediately suspend or terminate your account and your access to the Services immediately upon written notice to you, if:
(i) if you violate or otherwise fail to comply with these Terms or the Privacy Notice;
(ii) Company is dissolved, liquidated, or otherwise shut down;
(iii) Company ceases to conduct all or substantially all of its business;
(iv) Company becomes subject to any bankruptcy, insolvency, or similar proceedings, or is declared insolvent; or
(V) Company assigns substantially all of its assets for the benefit of creditors. - Any suspension or termination of your account due to non-payment of Fees does not release you from your payment obligations under these Terms between you and the Company. All accrued Fees shall remain due and payable.
- You acknowledge and agree that the Company shall have no liability to you or any other users in the event the Company takes any of the aforesaid actions.
- Any Work Order cannot be terminated by the Client for convenience. Your termination rights shall be limited solely to termination for material breach by the Company, and only in the event the Company commits three (3) breaches of the applicable Service Level Agreement under the Work Order, provided that each such breach is reported to the Company in writing within 7 days of its occurrence and remains uncured for a period of 15 days following such notice.
- Notwithstanding the termination of these Terms, you shall continue to be bound by these Terms in respect of your prior use of the Services and all matters connected with, relating to or arising from such use.
- Upon termination of these Terms or any Work Order due to your material breach:
(a) you shall promptly pay all Fees that would have become payable for the balance of the applicable Work Order term; and
(b) all prepaid Fees shall be deemed earned by the Company and shall be non-refundable.
- The Company may, in its sole discretion immediately suspend or terminate your account and your access to the Services immediately upon written notice to you, if:
- Indemnity:
- Client Indemnification. The Client shall indemnify the Company and its officers and directors, from and against liability for any claims based on: (i) use of the Services in violation of Applicable Law, this Agreement or Documentation; (ii) Client’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Services or; (iii) the alleged infringement or misappropriation of Company’s or any third party’s Intellectual Property Rights.
- Company Indemnification. The Company shall indemnify the Client and its officers and directors from and against liability for any third party claims as finally decided by a court of competent jurisdiction, based on (i) the Services infringing or misappropriating a United States patent or a copyright. The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) Client’s use of Services in a modified, unauthorized or unintended form, or any customizations made by the Client; (ii) Client’s violation of this Agreement; or; (iii) Client’s use of other than the most current, unaltered patch, update or upgrade to the Services made available by the Company, if such claim would have been avoided by Client’s use of such patch, update or upgrade.
- Process. The indemnified party shall promptly notify the indemnifying party of any claim within seven (7) days of receipt of notice of the same. The indemnifying party may: (i) use counsel of its choice; (ii) settle the claim as the indemnifying party deems appropriate; (iii) assume control of the defense and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the party against whom the claim is brought; and (iv) absolve the indemnified party of all liability with respect to the claim. The indemnified party shall provide the indemnifying party with necessary assistance in the defense (at indemnifying party’s expense).
- The indemnity provided in this Section 18 shall be the sole and exclusive remedy available to the Parties with respect to the matters covered herein, and no Party shall be entitled to pursue any other claims, remedies, or damages in connection with such matters, whether under contract, tort, or any other legal theory.
- In no event you shall seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, content or other material used or displayed through the current Website or successor site.
- Limitation of Liability:
If you have any basis for recovering damages (including breach of this Agreement or an indemnity pursuant to Section 18), you agree that your exclusive remedy is to recover, from company or any affiliates, (and respective employees, shareholders, or directors), only direct damages up to the Fees paid by you to the Company in the preceding 6 (Six) months. The Company shall not be liable to you (or to any Person claiming rights derived from your rights) or to any third party, in contract, tort or otherwise, for any other damages including any special, indirect, remote, punitive, consequential or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, damage to, or loss of, any records or data due to any cause whatsoever. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to any claims related to the Agreement or your use of the Services.
- Notices:
The Company shall send notices to you on the email address that you have registered with the Company. All notices to be sent to the Company must be sent to dataprivacy@reo.dev.
- Governing Law, Jurisdiction and Dispute Resolution:
- If the Client is located in India, these Terms shall be governed by the laws of India, and all claims arising under these Terms will be litigated exclusively in the courts of Bengaluru, India. If the Client is located outside India, these Terms shall be governed by the laws of the State of Delaware and all claims arising under these Terms will be litigated exclusively in the courts of Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
- With respect to any claim or dispute under these Terms, the Parties hereby irrevocably waive all right to trial by jury in any court in any action for the adjudication of any claim or dispute arising under these Terms.
- You waive any right to assert any claims against the Company as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be unenforceable. To the extent you are permitted by law or court of law to proceed with a class or representative action against the Company, you agree that you: (i) shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action (notwithstanding any other provision in this agreement); and (ii) you will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
- Both Parties acknowledge and agree that in the event of a breach or threatened violation of either Party's Intellectual Property Rights and/or any misuse of Confidential Information by the other Party, the aggrieved Party will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms. Either Party may, without waiving any other remedies under the Agreement and under law, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect the irrespective Confidential Information and Intellectual Property.
- Force Majeure:
Neither Party will be liable for any delay or failure to perform as required by these Terms (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance. Such cause or condition include, but are not limited to, natural disasters, pathogen outbreaks, acts of God, acts of third parties, government actions, lockdowns, war or national emergency, acts of terrorism, labour disputes or restraints.
- Relationship:
Nothing in these Terms shall give rise to any relationship of partnership, joint venture, or profit sharing in the nature of partnership between the parties. No one other than a Party to these Terms shall have any right to enforce any of its terms.
- Assignment:
These Terms shall not be transferred or assigned by you without the Company’s prior written consent. The Company may assign or transfer these Terms to one or more Persons in connection with a merger, acquisition, sale of business/undertaking, reorganization, or other change of control.
- Entire Agreement:
The Agreement, including any attachments, exhibits, or addenda, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, agreements, or understandings, whether written or oral, regarding the subject matter of the Terms. Neither Party has relied upon any such prior or contemporaneous communications.
- Waiver:
The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of these Terms shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Terms. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
- Third Party Beneficiaries:
There are no third-party beneficiaries of the Client to this Agreement.
- Survival:
Provisions of these Terms that ought to survive the expiry / termination of these Terms, shall survive, including without limitation: Section 3 (Fees), Section 5 (Restrictions), Section 7 (Your Responsibility), Section 8 (Personal Data), Section 13 (Confidentiality), Section 18 (Indemnity), Section 19 (Limitation of Liability) Section 20 (Notices) and Section 21 (Governing Law, Jurisdiction and Dispute Resolution).
- Severability:
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck from these Terms and the remaining provisions shall be enforced.
- Definitions and Interpretation:
- Definitions. The following phrases shall have the meaning ascribed to them under this Section 30.1 of the Terms when their first letter is capitalized:
- “Agreement” means and includes all legally binding documentation between you and the Company relating to the Services, including without limitation, these Terms, Work Orders, the Privacy Notice and Documentation.
- "Applicable Law" refers to all applicable local, state, national, and international laws, rules, and regulations including, but not limited to, laws relating to data protection and privacy, Intellectual Property Rights, export control, consumer protection, and unfair competition. This also includes any by-laws, proclamations, ordinances or regulations, rules, directives, and orders or other legislative measures of government, regulatory, judicial or legislative bodies that have the force of law.
- “User Data” means Client contacts, tele-metrics, metrics, information, text, content and other materials that you upload, provide or otherwise transmit to or in connection with your use of the Services, is owned by you.
- “Confidential Information” means any proprietary and non-public information, or any information pertaining to the products, services, or operations of a Party (“Disclosing Party”) provided to or accessed by the other Party (“Receiving Party”). Confidential Information includes without limitation: (i) access keys, login credentials provided by the Disclosing Party (ii) technical or business information, past, present and future research, products (prototype or otherwise), sales and marketing techniques and plans, financial information, information related to customers, vendors, price lists, pricing policies, advertising strategies, information concerning the Disclosing Party’s employees; (iii) intellectual property whether registered, unregistered, pending registration, registrable or otherwise; and (iv) materials, drawings, specifications, techniques, models, data, manuals, documentation, processes, procedures, algorithms, equipment, know-how. Confidential Information does not include information which (a) is or becomes public knowledge without any breach of this Agreement by the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (d) is obtained by the Receiving Party from a third party.
- “Disclosing Party” has the meaning ascribed to it in Section 30.1.3 of these Terms.
- “Documentation” means all documentation (whether printed or in an electronic format) supplied or made available to you by the Company for use with or in support of the Services and any and all revisions, modifications, and updates thereof, including without limitation the documentation available at www.reo.dev.
- “Fees” means all amounts to be paid by you to the Company in accordance with a validly executed Work Order.
- “Intellectual Property Rights” refers to any intangible assets and rights resulting from intellectual or creative endeavours, whether or not registered or registerable under the Applicable Law and includes without limitation, inventions, patents, trademarks, service marks, trade names, copyrights, moral rights, designs, trade secrets, know-how, confidential information, software, databases, domain names.
- “Minor” means any individual below the legal age of consent under Applicable Law.
- “Output Data” means any output, analysis, insights, summaries, recommendations, or derivative data generated by the Services based on User Data or through the functioning of the Services.
- “Person” means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person.
- “Personal Data” shall have the same meaning as ascribed to it in the Privacy Notice.
- “Privacy Notice” means the Company’s Privacy Notice available at https://www.reo.dev/privacy-policy.
- “Receiving Party” has the meaning ascribed to it in Section 30.1.3 of these Terms.
- "Reports” means the reports, documents, files etc., containing data, analysis, recommendations etc., generated by the Company from your use of the Service, regardless of the form or manner in which it is produced.
- “Services” means those services agreed to be provided to you by the Company in the Work Order. The Services do not include any services not expressly specified herein or in an applicable Work Order.
- “Website” means the Company’s website accessible at https://www.reo.dev/ or means any website or webpage on which these Terms appear.
- Interpretation. For avoidance of doubt, in the Terms: (i) references to the "Terms" include all amendments, additions and variations thereto;(ii) the headings and sub-headings are for convenience only and shall not affect the construction of the Terms; (iii) unless the context otherwise requires the singular shall include the plural and vice versa; (iv) the words "other" and "otherwise" are not to be construed ejusdem generis with any foregoing words, and whenever the words "include", "includes" or "including" are used in this Terms, they will be deemed to be followed by the words "without limitation"; (v) references to Sections are to sections of the Terms; (vi) any reference to a statute, statutory provision or other legislation includes: (a) any order, regulation, instrument or other subordinate legislation made under it; and (b) any amendment, extension, consolidation, re-enactment or replacement of it; and(vii) in the event of any conflict in the terms of your Work Order and these Terms, or any conflict between the Privacy Notice and these Terms, the Work Order and the Privacy Notice shall prevail.
- Definitions. The following phrases shall have the meaning ascribed to them under this Section 30.1 of the Terms when their first letter is capitalized:
- If you should have any suggestions or questions regarding these Terms, please contact the Company at dataprivacy@reo.dev
