REVUP User License Agreement

Please read this User License Agreement (the “Agreement”) carefully before pressing the “I Agree” button. By pressing “I Agree” you are agreeing to be bound by the terms of this agreement. If you represent a legal entity, you acknowledge that you have the legal authority to bind such entity. If you do not agree to the terms of this agreement, do not create an account or sign up or download or connect to and use the RevUp APIs, SDKs or tools provided within this portal. There may be additional terms and conditions applicable to certain components of such APIs, SDKs or tools, all of which are incorporated herein by reference. You agree to abide by such other terms and conditions. To the extent that a conflict exists between the terms provided below and those posted for or applicable to certain components of such APIs, SDKs or tools, the latter are controlling.

1. Reverie Language Technologies (“Reverie”) provides APIs, SDKs or tools, “associated documentation” under the trademark RevUp, and any error corrections, updates or new releases thereto as provided by Reverie) for the intended purpose of allowing businesses or developers (also represented as “you” and “your”) to utilize such APIs, SDKs or tools to convert content which (i) allow you or your business to better integrate Reverie’s language technology products into your internal networks; and / or (ii) allow developers to effectively incorporate Reverie’s products into their software or product offerings (“your products”).
2. License to Use the RevUp portal and its APIs, SDKs or tools: Restrictions.
  1. Subject to the terms and conditions of this Agreement, Reverie grants you a limited, non-exclusive, non-transferable, revocable license to use APIs, SDKs or tools in accordance with the Associated Documentation and for the intended purpose stated in Clause 1 above.
  2. You may not distribute, sell, lease, lend or sub-license Reverie’s APIs, SDKs or tools or any component as an independent product.
  3. You may not modify, create derivative works, reverse engineer, reverse compile, or disassemble Reverie’s APIs, SDKs or tools in any way other than for the intended purpose stated above. You also agree not to add or delete any program files that would modify the functionality and/or appearance of Reverie’s APIs, SDKs or tools or its code other than for the intended purposes stated above.
  4. You will not use Reverie's APIs, SDKs or tools to run applications developed by a third party or that access data, content or resources provided by a third party.
  5. You will not use Reverie’s APIs, SDKs or tools to host, display, upload, modify, publish, transmit, update or share any content that --(a) belongs to another person and to which you do not have any right to, (b) is grossly harmful, harassing, blasphemous; defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever, (c) harm minors in any way, (d) infringes any patent, trademark, copyright or other proprietary rights, (e) violates any law for the time being in force, (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature, (g) impersonates another person, (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource, (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
  6. You may not modify, distribute or convey Reverie’s APIs, SDKs or tools or any code contained therein so that such API, SDK, tool, code or any application to which it links, or which it is a part of, becomes subject to any Licensing Restriction. A Licensing Restriction is defined as one that requires, as a condition of license, use, modification, distribution or conveyance, that (i) the code be disclosed or distributed in source code form; (ii) others have the right to modify or create derivative works of it; or (iii) it becomes redistributable at no charge.
3. Payment Terms:

If you purchase any of the subscription plans for certain defined services on the RevUp Website (the “Subscription”), then these payment terms apply to your purchase and you agree to them:

3.1 Use of Payment Gateway

All payments made by you in relation to the Subscription, shall be made through a third-party payment gateway service provider (the “Payment Gateway”) which will enable you to pay online. By using the Payment Gateway, you are consenting to any terms of use that are imposed by it.

If the Payment Gateway or a bank imposes any taxes or charges over and above the Subscription fees, the same shall be borne solely by you.

You agree to indemnify and hold Reverie harmless against all claims, losses, damages and actions you may initiate in relation to the Payment Gateway. Neither Reverie nor any of its employees or offices shall be liable for any such loss or damage that may be suffered by you as a result of usage of the Payment Gateway.

The Internet per se is susceptible to various cyber-crimes like phishing, which may compromise your system security. You should separately evaluate all such risks and Reverie shall not be held responsible for the losses arising out of such cyber-crimes.

Your Billing Account: The Payment Gateway shall be responsible for maintenance of your billing account information so please refer to their website for details.

3.2 General Payment Terms

Charges: If there is a charge associated with the Subscription, you agree to pay that charge. The price stated for the Subscription excludes all applicable taxes, unless stated otherwise. You are solely responsible for paying such taxes or other charges. We may suspend or cancel the services provided to you under the Subscription if we do not receive an on time, full payment from you. Suspension or cancellation of the services for non-payment could result in a loss of access to and use of your account and its content.

Recurring Payments: When you purchase the Subscription on a recurring basis (e.g., monthly, every 3 months or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to Reverie by the method you have chosen at the recurring intervals chosen by you, until the Subscription is terminated by you or by Reverie. By authorizing recurring payments, you are authorizing Reverie to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (in the case of Automated Clearing House or similar payments), or as charges to your designated account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Reverie or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.

Automatic Renewal: You may choose for the Subscription to automatically renew at the end of a fixed service period, and notify you of any price changes in. Once we have reminded you that you elected to automatically renew the Subscription, we may automatically renew your Subscription at the end of the current service period and charge you the then current price for the renewal term, unless you have chosen to cancel the Subscription as described below. We will also provide you with instructions on how you may cancel the Subscription. You must cancel the Subscription before the renewal date to avoid being billed for the renewal.

Refund Policy: Unless otherwise provided expressly by a particular Subscription plan, all purchases are final and non-refundable. If you believe that Reverie has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

Canceling the Subscription: You may cancel a Subscription at any time, with or without cause. You should refer back to the offer describing the Subscription as (i) you may not receive a refund at the time of cancellation; and/or (ii) you may be obligated to pay cancellation charges; and/or (iii) you may be obligated to pay all charges made to your billing account for the Subscription before the date of cancellation; and/or (iv) you may lose access to and use of your account when you cancel the Subscription.

Price Changes: We may change the Subscription charges at any time and if you have a recurring purchase, we will notify you by email at least 15 days before the price change, unless you have specifically unsubscribed from our emails and/or have not updated your current email ID accurately. If you do not agree to the price change, you must cancel and stop using the Subscription before the price change takes effect. If there is a fixed term and price for your Subscription, that price will remain in force for the fixed term.

Payments to You: If we owe you a payment, then you agree to provide us with any relevant information within 30 days. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous overpayment.

Intellectual Property Rights:

  1. You understand and agree that Reverie and its suppliers retain all legal rights, title and interest (to include but not limited to patent, copyright, trademark, trade secret and moral rights) globally to any intellectual property included in the portal’s APIs, SDKs or tools. All rights are reserved. Accordingly, you agree not to assert any intellectual property rights related to the APIs, SDKs or tools against Reverie.
  2. You are expressly prohibited from using the Reverie trademark and trade name and Reverie Product names in any way and anywhere (to include but not limited to use in Your business’s trade names or business names, domain names, or product names) without prior authorization from Reverie.
  3. You must include Reverie copyright and other proprietary rights notices accompanying your products.
  4. Reverie may, at its sole discretion and without restriction, use any feedback, suggestions and ideas (“Feedback”), you provide as future modifications of the APIs, SDKs or tools. You hereby grant Reverie a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.
4. Confidentiality.

You agree that RevUp portal’s APIs, SDKs or tools are confidential and proprietary information of Reverie (“Confidential Information”). Confidential Information does not include information (i) that is or becomes public knowledge or is received by either party without any breach of any confidentiality obligation; (ii) that the receiving party can demonstrate, through a document, was independently developed without use or access to the Confidential Information; or (iii) that the receiving party can demonstrate, through a document, was previously known prior to receipt of the Confidential Information. Both parties agree to (i) use the Confidential Information only in connection with fulfilling their rights and obligations under this Agreement; (ii) hold the Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with their protection of their own confidential information but not less than reasonable care, (iii) not publish or disclose the Confidential Information except for disclosures to employees and subcontractors who have a bona fide need to know the Confidential Information. Both parties agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm and that in the event of any breach or threatened breach of the above confidentiality obligations, the party owning the Confidential Information shall be entitled to obtain equitable relief in addition to any other remedy.

5. Reverie’s Right to Collect Data

Reverie may collect and use technical information, such as product consumption data, gathered as part of licensing the APIs, SDKs or tools to you, but Reverie shall not disclose any of this information in a form that personally identifies you or your clients.

6. No Reverie Support or Software Maintenance

Reverie may, but is under no obligation to, provide updates, fix bugs or errors nor to address any other issues you may raise with the quality or performance of any component of the APIs, SDKs or tools.

Reverie will not be responsible for damages arising from non-availability of the Reverie APIs, SDK or tools at certain times, loss of time, inconvenience or commercial loss.

7. Termination.

Your rights under this Agreement may be terminated by Reverie immediately and without notice if you fail to comply with any of the terms or conditions of this Agreement. Upon such termination, your license to the APIs, SDKs or tools will terminate immediately and you must immediately cease using the SDK, and destroy all complete and partial copies of the APIs, SDKs or tools within your possession or control. You and or Reverie each may terminate this Agreement for any reason at any time with a minimum of thirty (30) days’ notice.

8. Warranty Disclaimer.
  1. Reverie disclaims all representations or warranties of any kind, either express or implied, regarding the use of the APIs, SDKs or tools, to include but not limited to warranties of title, merchantability, fitness for a particular purpose, or non-infringement or warranties that the APIs, SDKs or tools will be accurate, free of errors or defects, free of viruses or contamination, uninterrupted, or that any defects will be corrected. The APIs, SDKs or tools is provided “as-is”.
  2. We make no warranties about your being able to integrate Reverie APIs, SDK or tools to with your website, product, applications or other product.
  3. You assume all risk associated with your use of the such APIs, SDKs or tools. Your sole remedy against Reverie for dissatisfaction with the APIs, SDKs or tools or for any damage caused thereby is to stop using such APIs, SDKs or tools.
  4. You understand that the availability of Reverie APIs, SDK and tools are dependent on third-party products and services. Reverie shall not be liable for delay in performing or failure to perform any of its obligations under this Agreement, if the delay or failure is caused by circumstances beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of telecommunication networks, non-availability of third party services on which Reverie is dependent, data communications and computer systems and services.
9. Limitation of Liability.
  1. You agree not to take any legal action or make any claim against Reverie in relation to the APIs, SDKs or tools and/or your usage thereof. Furthermore, you agree not to support any such actions or claims by any of your customers who may receive the APIs, SDKs or tools or components thereof as part of your products.
  2. You acknowledge and agree that any use or dissemination by you of the APIs, SDKs or tools is your sole responsibility and at your own risk. You acknowledge and agree that Reverie bears no liability or responsibility for such use or dissemination. As such, except where prohibited by law, in no event will Reverie be liable to you for any damages of any kind, under any legal theory, to include direct, indirect, consequential, special, exemplary, incidental or punitive damages, whether related to business interruption/work stoppage, lost profits, loss of data, computer malfunction or failure or otherwise. If, notwithstanding the other provisions of this Agreement, Reverie is found to be liable to you for any damage or loss that arises out of or is in any way connected with your use of the SDK, Reverie’s liability shall be limited to the subscription amount paid by you as on date of your filing such an action or claim for damage or loss suffered by you.
10. Indemnification.

You agree to fully indemnify and hold harmless Reverie, its directors, officers and employees, against any and all claims, to include attorneys’ fees, made regarding (i) your use of the APIs, SDKs or tools, (ii) any application you develop therefrom, (iii) any intellectual property infringement claim that arises from your use of the APIs, SDKs or tools and any application developed therefrom, and/or (iv) your breach of this agreement.

11. Notices.

Reverie may send you a notice with respect to this Agreement by sending an email message to the registered login email address used in your RevUp portal account, unless you have specifically unsubscribed from our emails and/or have not updated your current email ID accurately or by sending a letter via postal mail to the contact address listed in the same portal. Notices shall become effective immediately upon Reverie providing them.

12. Governing Law.

This Agreement shall be governed by the laws of India. All disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in Bangalore, India, under the provisions of the Arbitration and Conciliation Act, 1996, by one arbitrator appointed in accordance with the Act. The language of the arbitration proceedings shall be English. The parties hereby acknowledge that the language of this Agreement is English and that the original English-language version of this Agreement shall be the only authoritative version of this Agreement.

13. Miscellaneous.
  1. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized Reverie representative, and no single waiver will constitute a continuing or subsequent waiver.
  2. If any provision is found to be unenforceable or invalid, 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.
  3. This Agreement constitutes the entire agreement between the parties with respect to your use of Reverie’s APIs, SDKs or tools.
  4. The Confidential Information, Warranty Disclaimer, Limitation of Liability and Indemnification sections set out in this Agreement shall survive any termination or expiration of this Agreement.
  5. Force Majeure: Reverie shall also not be liable for delay in performing or failure to perform any of its obligations under this Agreement due to natural calamities, war, civil unrest, government action, strikes, lock-outs or other industrial action or trade disputes (whether involving Reverie’s employees or those of a third party).
14. Changes to this Agreement.

Reverie shall have the right to unilaterally change or add to the terms of this Agreement at any time upon notice by any means Reverie determines in its discretion to be reasonable, including by posting the revised terms on the RevUp Home Page and the delivery portal. It is your responsibility to review the most updated version thereof. By continuing to use the APIs, SDKs or tools following such modifications, you agree to be bound by such modifications.