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Terms of Service

Welcome to DevRev,

Please read these Terms of Service (“Terms”) carefully as these govern your use of our website(s), product(s) (i.e. software products), APIs and services (“Services”). These Terms constitute a legally binding agreement between you and DevRev, Inc. (“DevRev”, “We”, “Us”, “Our”) and will describe your rights and responsibilities while using any of the Services.

The Terms include collectively the terms of service, privacy policy and any other conditions, policies, notices contained or referenced in this document or elsewhere on the DevRev website or product, including our Privacy Policy.

Effective Date

These Terms are effective as soon as you click “I Agree” (or similar button), or access or use any of our Services, whichever is earlier. A signature is not required in order for these Terms to be legally binding, your use of the Services is deemed acceptance. You understand and agree to comply with these Terms as long as you continue to access or use any of our Services.

If you don’t agree to any of the following, please stop using or accessing our Services in any manner.

Who you represent

“You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting any of these terms on behalf of your employer or another entity, you represent and warrant that: (a) you have read and understand these Terms; and (b) you have the requisite legal authority to bind your employer or such entity to these Terms; (c) you agree to these Terms on behalf of the party that you represent.

If you don’t have the legal authority to bind your employer or the applicable entity please do not provide your consent by clicking “I agree” (or a similar button) that is presented to you. Please note that if you sign up for any of our Services using an email address from your employer or any entity, then you are (a) deemed to legally represent such party; (b) your acceptance by using or accessing the Services is legally binding over your employer or entity to these Terms as well. The definition of “You” in such cases will also include your employer or entity that you represent.

Your Privacy and Other Policies

We take the privacy and security of your information very seriously and our Privacy Policy explains how we collect and use your information.

A. DevRev Account and What You Can Do

1. Accounts and Control

i. An "Account" represents your legal relationship with DevRev. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on DevRev. “Organizations” or “Orgs” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once.

ii. You must register for an Account with us in order to place Orders or access or receive Services. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your Account, including Orders made or Apps enabled (which may incur fees). If you order any Services through a reseller, then you are solely responsible for (i) any access by reseller to your account and (ii) any related rights or obligations in your applicable agreement with the reseller.

For the purpose of this clause, “Order” means DevRev’s applicable ordering documentation or other purchase flow referencing these Terms. Orders may include purchases of software licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals.

2. Eligibility

i. To access and use our Services, users must be at least 13 years of age to use or access any of our Services as per the laws of the United States of America. Our Services are not meant for users below 13 years and we will terminate your access and account if we become aware that a user’s age is below 13 years. If you reside in a country where the minimum age is higher, you are solely responsible for complying with your country’s laws.

ii. Children's Online Privacy Protection Act: In compliance with the Children's Online Privacy Protection Act, we do not knowingly collect any personally identifiable information from children under 13 years of age. If we learn that we have collected the information from a child under 13, we will delete that information.

iii. You represent and warrant that you are of legal age to form a binding contract (if not, you warrant that you have received your parent/ guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf).

3. Account Security

i. You understand that you are responsible for keeping your DevRev Account secure while you use access our Services. We are under no obligation to, but may offer measures such as multi-factor authentication to help you maintain your Account's security, however security of your Account, password and Your Content is ultimately your responsibility.

ii. You understand that DevRev will not be liable for any loss, theft or damage from any breach or failure on your part to maintain the security of your Account.

iii. If you become aware of any breach of security or unauthorized use of your account, please notify DevRev immediately here.

iv. You understand that each User Account is meant for one individual and your password or access should not be shared by multiple people.

4. Authorized Users

Some Services may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You are responsible for compliance with these Terms by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). DevRev will charge You based on the designated Authorized Users envisaged as a part of the arrangement. Any additional Authorized Users over and above the designated Authorized Users will be subject to an additional charge.

5. Affiliates

Customer affiliates may purchase DevRev Services from a DevRev affiliate by executing an Order which will be governed by these Terms. This will establish a new and separate agreement between the Customer affiliate and DevRev/DevRev entity signing such Order. If the Customer affiliate resides in a different country than Customer, then the Order may include modifications to terms applicable to the transaction(s) (including, but not limited to, tax terms and governing law/dispute resolution).

6. Secondary Users

As may be further described in the documentation, certain Services may be used as part of your support (or similar) resources related to your own products, e.g., use of Jira Service Management as part of a helpdesk or use of Confluence to share your own documentation with your users. Subject to these Terms, you may grant your own customers’ end users (“Secondary Users”) limited rights to use the Services solely so that they may view and interact with such resources. You may not permit Secondary Users to use the Services for purposes unrelated to supporting your own offerings or grant Secondary Users administrator, configuration or similar use of the Services. You may not charge Secondary Users a specific fee for use of the Services but you may charge an overall fee for your own offerings. You are responsible for all Secondary Users as “Authorized Users” and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Terms, DevRev has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.

B. Restrictions

1. Prohibited or Unauthorized Activity

You represent, warrant, and agree that you (or the users in your Organization, as applicable) will not contribute engage in any activity, submit any Content or User Submission (as defined below) or otherwise use the Services or interact with the Services in a manner that attempts to or results in:

i. Violation of any laws while using any of our Services including without limitation: (i) violation of export control or sanction laws of the United States or other applicable jurisdiction; (ii) violation of any restriction, prohibition or blocking imposed by the applicable country; (iii) violation of any other laws of the applicable country. You understand that it is your responsibility to ensure that your use of DevRev’s Services complies with any applicable laws or regulations, including U.S. export control laws.

ii. Violation of any intellectual property laws in your country including copyright or trademark laws.

iii. Activity that Is in any way harmful, dangerous, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.

iv. Causing jeopardy to the security of your account or anyone else’s (such as allowing someone else to access the Services as you) or attempts, in any manner, to obtain the password, account, or other security information from any other User.

v. Violation of the security of any computer network, or cracks any encryption or password.

vi. Any unauthorized activity such as “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means). “Content” refers to content featured or displayed on any of the DevRev Services, including but not limited to images, designs, videos, text, articles, code, data, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available through the Services.

vii. Copying or storing any portion of the Content, except as otherwise authorized through Services.

viii. Decompilation or reverse engineering or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Services.

ix. Running automated exercises or processes on the Services while You are not logged into the Services, or any activity that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure).

2. Illegal Activity

You must not use or access or Services if you are located in or ordinarily resident in a country or territory subject to comprehensive to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC); or (c) if it is or is working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions.

3. Access

Every User Account can only be used by one person and login access cannot be shared with multiple users.

4. API restrictions

Any abuse or excessively frequent requests to any of our Services via API may result in the temporary or permanent suspension of your Account's access to the API. We, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension. You shall not use the APIs to download data or Content from DevRev for any unauthorized usage.

5. Except as otherwise expressly permitted in this Terms, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the products and/or Services; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the products and/or Services to a third party; (c) use the Services for the benefit of any third party; (d) incorporate the Services (in part or as a whole) into a product or service you provide to a third party; (e) interfere with any mechanism in the products and/or Services or otherwise circumvent mechanisms in the products and/or Services intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and provided advance notice has been served upon us); (g) remove or obscure any proprietary or other notices contained in the Services; (h) use the Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Services; or (j) encourage or assist any third party to do any of the foregoing.

Any violation of any of these above Terms is grounds for restriction or termination of your use or access to the Services.

C. User Content and Licenses

1. User Content

Any content that you submit, post, share, store or otherwise provide on or through the Services is “User Content” or “Your Content”. You understand that some of this User Content may be visible to other users where you make it available (through our Support widget for example). It is your responsibility to ensure that all of Your Content is in compliance with the laws of your country.

2. Warranty

You are responsible for all the User Content you contribute on or through the Services and you represent and warrant that you have all rights in the User Content to do so in the manner that you contribute or submit it. You also warrant that you have the right to grant the below licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

3. License

By submitting User Content through the Services, you hereby do and shall grant DevRev a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, perpetual and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and exploit in consonance with law, the User Content to operate the Services, including to display User Content to other users within your Organization or other users authorized by you. We may also de-identify or aggregate information from your User Content in order to perform research and development, improvement and enhancement to our Services. However, we will not publicly distribute such information in a way that identifies you or your Organization.

4. Permission to make changes

You understand and agree that in order to provide the Services to our you, we may need to make changes to your User Content to conform and adapt those User Content to the technical requirements in order to provide the Services and for connection to networks, devices, services, or media, and the above license include the rights to do so.

5. Disclaimer

You understand and agree that any information or User Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk. We are not liable any inaccuracies, errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. DevRev cannot control are in no way obliged to take action regarding your interpretation or reliance on the content on the Services, and you hereby release us from all liability for you having acquired or not acquired any DevRev or User Content through the Services. We cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

Please note that all of these licenses are subject to our Privacy Policy to the extent they relate to User Content that are also your personally identifiable information.

D. Third Parties

1. In certain situations, third parties' terms may apply to your use of DevRev Services. While using the Services, you understand that there may be integrations, links, or connections to third parties that are not controlled by DevRev. You understand and accept that when you choose to access third-party services, there are risks in doing so and DevRev is in no way responsible for such risks. Please be aware that while these Terms are our agreement with you, other parties' terms govern their relationships with you.

2. When you choose to integrate your account with third parties (“Third Party Accounts”) with DevRev, you understand that you permit us to access certain information from such an account for use by our Services. You are ultimately in control of this access to us and may make changes to your settings on your Third Party Account.

3. We have no control over and assume no responsibility for the content, accuracy, security or privacy practices of any third party whatsoever. We cannot guarantee, verify or monitor the practices or content of any third party. We encourage you to be aware of the terms and conditions and privacy policies of the relevant third parties to understand your rights, risks and obligations thereunder.

4. Your interactions, usage and activity on the third party product, service or website is only between you and the third party. You understand that DevRev will not be responsible for any performance, damage or theft as a result of your interaction and you release us and hold us harmless from any and all claims and liabilities arising out of your use of any third party service.

5. You expressly agree to release DevRev, its affiliated and subsidiary entities, officers, directors and agents from any claims, demands, damages, litigation, disputes or any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with our Services.

6. System Requirements: You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Order. DevRev will have no obligations or responsibility under these Terms for issues caused by your use of any third-party hardware or software not provided by DevRev.

E. Fees, Payments, Taxes and Payment Disputes

1. Payment

We shall invoice You for all Fees monthly in arrears in electronic format to such e-mail address as specified by You, unless there is an active order form that specifies otherwise. Otherwise, payment can be made by You to us in a manner mutually agreed upon by the Parties.

2. Upgrades

If You choose to upgrade Your Service or increase the number of Agents authorized to access and use a Service during Your subscription term (as per the Order), any incremental subscription charges associated with such upgrade will be charged in the current subscription period. In any subsequent Subscription Term, Your subscription charges will reflect any such upgrades (if applicable).

3. Downgrades

You may not downgrade Your service plan/change your usage during any Subscription Term. If You desire to downgrade Your service plan/change your usage under any Service Plan for a subsequent subscription term, You must provide DevRev with thirty (30) days written notice prior to the end of Your then current subscription term. It is pertinent to note that if you have committed to usage for a particular subscription term, you are bound to that usage for that subscription term and any downgrade of Your service plan/change of usage would be applicable to the subsequent subscription term as mentioned hereinabove. Downgrading Your service plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and DevRev is not responsible for such loss.

4. Taxes

Your fees under these Terms exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by DevRev, you must pay to DevRev the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to DevRev any such exemption information, and DevRev will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

5. ​​Payment Disputes

DevRev will not exercise its rights under the Section on “Termination” for Cause or the Section on the “Suspension of the Services” with respect to non-payment by you if you are disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under these Terms, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

6. Withholding Taxes

You will pay all fees net of any applicable withholding taxes. You and DevRev will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If DevRev qualifies for a tax exemption, or a reduced treaty withholding rate, DevRev will provide you with reasonable documentary proof. You will provide DevRev reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

F. Changes to Services and Pricing

1. Changes to our Services

We are always striving to improve our Services and there will be changes and improvements over time to our Services. We may decide to discontinue any part of the Services or impose or change limits, restrict access to parts or all of Services. While we will try to give you notice in the event of a material change to the Services that may adversely affect you, we cannot promise to do so. We also reserve the right to remove any of the User Content, DevRev Content from the Services, in our sole discretion without notice.

2. Pricing Changes

We reserve the right to charge fees for any part or all of our Services. We further reserve the right to offer our Services for free, change such free offers and restrict usage in the event there is any abuse, violation and/or breach of our system. This could also require you/users to pay for Services beyond the standard limit under the free tier. In the event free tier Services are offered and if you/users do not use our Services for 30 days, we reserve the right to deactivate our free tier Services. Thereafter, on a request by you/users for reactivation, we will use commercially reasonable efforts to carry out such reactivation.

G. Intellectual Property and Ownership

1. The Services are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”.

DevRev and its licensors have and retain all right, title and interest, including all intellectual property rights (as more particularly set out hereinbelow), in and to DevRev Technology (including the Software). From time to time, you may choose to submit Feedback to us. DevRev may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits DevRev's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

2. Usage Data

Notwithstanding anything to the contrary in these Terms, DevRev may collect and use usage data to develop, improve, support, and operate its Services. DevRev may not share any usage data that includes your Confidential Information with a third party except (a) in accordance with the clause pertaining to confidentiality or (b) to the extent the usage data is aggregated and anonymized such that you and your users cannot be identified.

3. Marketing

DevRev may use and display your name, logo, trademarks, and service marks on DevRev’s website and in DevRev’s marketing materials in connection with identifying You as a customer of DevRev. Upon Your written request, DevRev will promptly remove any such marks from DevRev’s website and, to the extent commercially feasible, DevRev’s marketing materials. If DevRev requests, you can agree to participate in a case study, press release and/or cooperate with DevRev in speaking to the media, and to speak at a future DevRev event.

H. Term & Termination

1. Term

These Terms are effective as of the Effective Date (date on which You accept these Terms) and will remain in effect until terminated in accordance with its terms.

2. Cancellation

Either Party may elect to terminate Your Account and subscription to a Service(s) at the end of Your then-current subscription term by providing notice, no less than thirty (30) days prior to the end of such subscription term.

3. Termination for Cause

Either Party may terminate these Terms at any time by delivering a written notice to the breaching Party, thirty (30) days prior to such termination. Either party may terminate the Terms (including all related Order Forms) if the other party: (a) fails to cure any material breach of its obligations under these Terms (including a failure to pay Fees) within twenty (20) days after written notice (without limiting the clause for Payment Disputes); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days; Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. For any termination of these Terms by you for cause in accordance with this Section, You shall be entitled to a refund of any prepaid unused Fees for the DevRev Services purchased hereunder. You should in such event be liable to DevRev for a proportionate part of the Fees that have accrued for DevRev Services rendered prior to the termination as envisaged under this clause.

4. Effect of Termination

Customer Data Retrieval: Upon written notice to DevRev, you will have up to thirty (30) calendar days from termination or expiration of these Terms to access the Service solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If You exercise your Retrieval Right, these Terms and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. DevRev shall have no further obligation to make Customer Data available after termination of these Terms and shall thereafter promptly delete Customer Data. After the Retrieval Right period, the Customer will have no further access to Customer Data and shall cease use of and access to the DevRev Services and delete all copies of client software, Documentation, any associated passwords or access codes, and any other DevRev Confidential Information in its possession. Notwithstanding any termination or anything to the contrary in these Terms or any Order Form, You shall pay for all of its use of the DevRev Services.

5. Payment upon termination

Except for Your termination under Section H(3), if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then-effective subscription term, or if We terminate or cancel Your Account pursuant to Section H(3), in addition to any other amounts You may owe DevRev, You must immediately pay any and all unpaid subscription charges associated with the remainder of such subscription term.

6. Surviving obligations

There are certain provisions that, by their nature, should survive termination of these Terms shall survive termination. The following (without limitation) shall survive termination: any obligation on your part to pay us, indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, confidentiality provisions, dispute resolution provisions.

7. No Refunds

Except for your termination rights pertaining to refund of any prepaid unused fees for the Services purchased due to termination by you as seen under clause I(3) hereinabove, no refunds or credits for subscription charges or other fees or payments will be provided if you terminate a subscription to a Service or cancel your Account prior to the end of a subscription term.

8. Return Policy

As part of our commitment to customer satisfaction, you may terminate the Terms during the testing/proof of concept/trial period/stage of the Services under these Terms as under the termination clause under these Terms, by providing notice of termination and returning any applicable Service to DevRev no later than thirty (30) days after the Order date for such Services. In the event you terminate your usage of the Service during the testing/proof of concept/trial period under this Section H(8), DevRev may disable the services pertaining to your account that allowed the Services to operate and, at your request (which may be made through your account), DevRev will refund you the amount paid under such Order. It is pertinent to note that this particular termination and refund right applies only during the testing/proof of concept/trial period and does not apply when such period is completed. Thereafter, you would be privy to the termination cause under the agreement. You understand that DevRev may change this practice in the future.

I. Warranty and Disclaimer:

1. Service Warranty

DevRev warrants that: (a) the Service will operate in substantial conformity with the applicable documentation; and (b) the Service will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable SOW. If DevRev is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order Form or SOW (as applicable), and You, as Your sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service purchased thereunder. This warranty will not apply if the error or non-conformance was caused by misuse of the Service or deliverables, modifications to the Service or deliverables by You or any third-party, or third-party hardware, software, or services used in connection with the Service. For deliverables, this warranty will not apply unless You provide written notice of a claim within thirty (30) days after expiration of the applicable SOW.

2. Mutual Warranty

Each party warrants that it has validly entered into these Terms And has the legal power to do so.

3. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH DEVREV SERVICE, SOFTWARE AND SAMPLE DATA ARE PROVIDED “AS IS,” AND DEVREV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DEVREV DOES NOT WARRANT THAT THE USE OF ANY DEVREV SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES DEVREV WARRANT THAT IT WILL REVIEW YOUR DATA FOR ACCURACY.

J. Indemnity and Release

1. Indemnification by DevRev

DevRev will defend You against any claim by a third party alleging that the Service or any deliverable, when used in accordance with these Terms, infringes any intellectual property right of such third party and will indemnify and hold harmless You from and against any damages and costs awarded against You or agreed in settlement by DevRev (including reasonable attorneys’ fees) resulting from such claim. If Your use of the Service or deliverable results (or in DevRev’s opinion is likely to result) in an infringement claim, DevRev may either: (a) substitute functionally similar products or services; (b) procure for You the right to continue using the Service or deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate these Terms, or the applicable Order Form, and refund to You any prepaid unused Fees for the applicable Service or deliverable. The foregoing indemnification obligation of DevRev will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service or deliverable by any party other than DevRev or based on the Your specifications or requirements; (2) the combination of the Service or deliverable with products or processes not provided by DevRev; (3) any use of the Service or deliverables in non-conformity with these Terms; or (4) any action arising as a result of Customer Data, or any deliverables or components not provided by DevRev.

2. Indemnification by Customer/You

You will defend, indemnify and hold harmless DevRev from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against DevRev (a) arising from or related to your breach of the clause for Secondary Users or any claims or disputes brought by Secondary Users arising out of their use of the Services; (b) by a third party relating to any non-DevRev content or data used by you or your Secondary Users in connection with the Services. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice is sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of DevRev at your expense.

3. Indemnification Procedures

In the event of a potential indemnity obligation under Section J, the indemnified party will: (a) promptly notify the indemnifying party in writing of the claim, (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section shall not relieve the indemnifying party of its obligations under this Section. However, the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

K. Limitations of Remedies and Damages

EXCEPT AS TO “EXCLUDED CLAIMS,” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS:

1. NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;

2. SUBJECT TO SUBSECTION BELOW, EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO DEVREV IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES (“GENERAL LIABILITY CAP”);

3. IN THE CASE OF “DATA PROTECTION CLAIMS,” EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNT ACTUALLY PAID OR PAYABLE TO DEVREV IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES (“DATA PROTECTION CLAIMS CAP”);

4. IN NO EVENT SHALL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION CLAIMS CAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE DATA PROTECTION CLAIMS CAP;

5. THE PARTIES AGREE THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND

6. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION SHALL APPLY, ON AN AGGREGATED BASIS, ACROSS THESE TERMS AND ANY AND ALL SEPARATE AGREEMENT(S) GOVERNING CUSTOMER’S USE OF THE DEVREV SERVICES ENTERED INTO BETWEEN DEVREV AND ANY CUSTOMER “AFFILIATES,” INCLUDING WITHOUT LIMITATION, AS CONTEMPLATED BY SECTION PERTAINING TO AFFILIATES.

L. Add-on Services

1. New features or add-on services to our product may be in a beta phase i.e. they are still under development and may contain bugs or defects. These beta features are provided "as is" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Your use of these beta features is at your own risk.

M. Miscellaneous Terms

1. Assignment

These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party. However, either party may assign or transfer its rights and obligations under these Terms to any third party (hereinafter referred to as the “Assignee”) without the need for prior consent from the other party, provided that such assignment arises from a merger, acquisition, sale of assets, reorganization, or similar transaction involving such party and provided it does not materially affect the rights and benefits of the other party. Following such assignment, the other Party may enforce these Terms directly against the Assignee as if the Assignee were the original party to these Terms. Any attempt to transfer or assign these Terms except as expressly authorized under this Section will be null and void.

2. Governing Law

These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both parties hereby submit to the personal jurisdiction of such courts. 

3. Dispute Resolution

Each Party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other Party of the specific issue(s) in dispute (and reference the relevant provisions of the Terms which are allegedly being breached). Within thirty (30) days after such notice, knowledgeable executives of the Parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The Parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply to claims subject to indemnification or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or Confidential Information

4. Delivery

We will deliver the applicable services pertaining to Your Account no later than when We have received payment of the applicable fees. You are responsible for accessing Your Account to determine that We have received payment and your Order has been processed. All deliveries under these Terms will be electronic.

5. Severability, Interpretation

If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of these Terms.

6. No Waiver, Amendments

No supplement, modification, or amendment of these Terms will be binding, unless executed in writing by a duly authorized representative of each party to these Terms, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No terms or conditions stated in a customer purchase order, vendor onboarding process or web portal, or any other customer order documentation (excluding Order Forms) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after these Terms.

7. Survival

the termination or expiration of these Terms will not affect any of the terms of these Terms which by their nature are intended to survive termination or expiration.

8. Changes to the Terms

We reserve the right, at our sole discretion, to amend these Terms at any time and will update these Terms and other policies in the event of any such amendments. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.