RevPlatform Terms of Service
Effective Date: May 8, 2026 Last Updated: May 8, 2026 Provider: ROHQ, Inc. d/b/a RevOps HQ ("ROHQ," "RevPlatform," "we," "us," or "our") Address: 3 Franklin Square, STE 4, Saratoga Springs, NY 12866 Notices: contact@revplatform.io
PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE REVPLATFORM SERVICES. BY ACCESSING OR USING THE SERVICES, CLICKING "I AGREE," EXECUTING AN ORDER FORM, OR OTHERWISE INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICES.
THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 25) THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY.
1. Definitions
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services and for whom Customer has purchased a subscription.
1.3 "Customer" or "you" means the entity or individual that has accepted these Terms or executed an Order Form.
1.4 "Customer Data" means electronic data, content, or information submitted by or on behalf of Customer or its Authorized Users to the Services, excluding Usage Data, Aggregated Data, and Output.
1.5 "Documentation" means the user guides, online help, technical specifications, and policies made available by ROHQ.
1.6 "Order Form" means any ordering document, online order, or subscription confirmation that references these Terms.
1.7 "Output" means content, suggestions, summaries, analyses, classifications, automations, code, drafts, or other results generated, surfaced, or returned by the Services, including outputs of AI Features.
1.8 "AI Features" means features of the Services that use machine learning, large language models, generative AI, predictive models, or similar technologies, whether developed by ROHQ or licensed from third parties.
1.9 "Services" means the RevPlatform software-as-a-service offerings, applications, APIs, marketplace apps, embedded applications, integrations, mobile or desktop software, websites, and related features made available by ROHQ, as identified in an Order Form or otherwise enabled.
1.10 "Subscription Term" means the period during which Customer is authorized to access and use the Services as specified in the applicable Order Form.
1.11 "Third-Party Services" means any product, software, platform, API, integration, or service provided by a party other than ROHQ, including HubSpot, Stripe, OpenAI, Anthropic, Google, Microsoft, Twilio, PandaDoc, Shopify, QuickBooks, Supabase, Vercel, DigitalOcean, Aircall, and similar providers.
1.12 "Usage Data" means telemetry, performance, diagnostic, statistical, and analytic data generated by ROHQ from operation of the Services, in deidentified or aggregated form.
2. Acceptance of Terms
2.1 These Terms form a binding agreement between Customer and ROHQ. By accessing or using the Services, Customer represents that it has read, understood, and agreed to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement (where applicable), and all other policies referenced herein (collectively, the "Agreement").
2.2 If an individual is accepting these Terms on behalf of an entity, that individual represents and warrants that they have the authority to bind that entity. References to "Customer" in such case mean that entity.
2.3 Where Customer executes an Order Form, the Order Form is incorporated by reference. In the event of conflict, the Order Form controls only with respect to the specific terms it addresses; otherwise, these Terms control.
3. Eligibility
3.1 Customer must be at least eighteen (18) years of age and capable of forming a legally binding contract under applicable law.
3.2 Customer must not be: (a) located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. embargo or comparable trade restrictions; (b) listed on any U.S. government denied-party or sanctions list; or (c) prohibited from receiving the Services under applicable export control laws.
3.3 ROHQ reserves the right to refuse service, suspend access, or terminate accounts at its sole discretion, including where Customer is reasonably suspected of violating these eligibility requirements.
4. Account Registration
4.1 Customer must register an account to access most Services. Customer agrees to provide accurate, current, and complete information and to keep such information updated.
4.2 Customer is solely responsible for safeguarding credentials and for all activity occurring under its account, whether or not authorized. Customer must promptly notify ROHQ of any suspected unauthorized access at contact@revplatform.io.
4.3 ROHQ may, but is not obligated to, verify Customer's identity. ROHQ may refuse, suspend, throttle, or terminate accounts that are inactive, abandoned, suspected of abuse, or otherwise pose risk in ROHQ's sole discretion.
5. Subscription Terms
5.1 Subscriptions are governed by the applicable Order Form, which specifies the Services, quantity, fees, Subscription Term, and any plan-specific limits.
5.2 Subscriptions begin on the date specified in the Order Form (or, if none, the date Customer first accesses the Services) and continue for the Subscription Term.
5.3 Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial Subscription Term at ROHQ's then-current rates, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
5.4 ROHQ may modify pricing for renewal terms upon notice provided at least thirty (30) days before the renewal date.
5.5 Upgrades, additional seats, and add-on modules take effect immediately and are billed on a prorated basis. Downgrades take effect at the next renewal.
6. Billing and Renewals
6.1 Customer agrees to pay all fees specified in the Order Form. Except as expressly stated, all fees are non-refundable, non-cancellable, and not subject to set-off.
6.2 Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all such amounts other than taxes based on ROHQ's net income.
6.3 Invoiced fees are due within thirty (30) days of invoice date unless otherwise stated. Online subscriptions are charged automatically to the payment method on file in advance of each billing cycle.
6.4 Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for all costs of collection, including reasonable attorneys' fees.
6.5 ROHQ may suspend, throttle, downgrade, or terminate Services for non-payment without liability and without affecting any other rights or remedies.
6.6 All payments are processed by third-party payment processors (e.g., Stripe). Customer authorizes ROHQ and its processors to charge Customer's payment method for all fees, taxes, and applicable charges.
7. License Grant
7.1 Subject to these Terms and Customer's payment of all applicable fees, ROHQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes.
7.2 No rights are granted by implication, estoppel, or otherwise. ROHQ and its licensors retain all right, title, and interest in and to the Services, including all intellectual property rights.
8. Restrictions
8.1 Customer shall not, and shall not permit any third party to:
(a) copy, modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas, models, weights, prompts, or algorithms of the Services;
(b) sell, resell, license, sublicense, distribute, rent, lease, or otherwise transfer the Services to any third party, or use the Services to operate a service bureau, time-sharing, or hosted offering for third parties (except as expressly authorized in an Order Form);
(c) circumvent or attempt to circumvent rate limits, usage limits, access controls, license keys, security features, or any technical restrictions;
(d) access the Services to build, train, evaluate, or improve a competing product, service, model, or dataset, or to copy any features, functions, or look-and-feel of the Services;
(e) scrape, crawl, harvest, or use automated means to extract data, content, or Output beyond what is expressly permitted via documented APIs;
(f) use the Services in violation of applicable law, the Acceptable Use Policy, or these Terms;
(g) upload, transmit, store, or process malware, viruses, time bombs, Trojan horses, or other malicious code;
(h) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
(i) misrepresent the source, authorship, or origin of Output, or use Output in a manner that violates the rights of others; or
(j) remove, alter, or obscure any proprietary notices.
8.2 Customer is responsible for the acts and omissions of its Authorized Users and any third party using the Services through Customer's account.
9. Acceptable Use
Customer's use of the Services is subject to the Acceptable Use Policy ("AUP") incorporated by reference. Violation of the AUP is a material breach of this Agreement and may result in immediate suspension or termination without refund.
10. Intellectual Property
10.1 ROHQ Property. ROHQ and its licensors own all right, title, and interest in and to the Services, the Documentation, all software, code, models, weights, prompts, configurations, design, look-and-feel, trademarks, branding, Usage Data, Aggregated Data, improvements, derivatives, and all related intellectual property rights.
10.2 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ROHQ a worldwide, non-exclusive, royalty-free, fully paid-up license during the term to host, copy, transmit, display, modify, process, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, improve, and develop the Services and to comply with law.
10.3 Output. Subject to Customer's payment of fees and compliance with this Agreement, as between the parties, Customer owns Output to the extent originally generated for Customer's account, except for any portion that incorporates ROHQ Property, Third-Party Services materials, or pre-existing materials. Customer acknowledges that, due to the nature of AI Features, identical or substantially similar Output may be generated for other customers, and ROHQ makes no exclusivity guarantees with respect to Output.
10.4 Feedback. If Customer provides any suggestions, ideas, enhancement requests, or feedback ("Feedback"), Customer grants ROHQ a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and exploit the Feedback for any purpose without compensation or attribution.
10.5 Usage Data and Aggregated Data. ROHQ may collect, generate, and use Usage Data and de-identified, aggregated data derived from operation of the Services for any lawful business purpose, including benchmarking, analytics, product improvement, and the training and evaluation of ROHQ's own models, provided such data does not identify Customer or any individual.
11. AI Feature Disclaimers
11.1 The Services may include AI Features that produce Output using machine learning, generative models, large language models, retrieval systems, predictive analytics, or related technologies. AI Features are made available "AS IS" and "AS AVAILABLE."
11.2 Customer acknowledges and agrees that:
(a) AI Features are inherently probabilistic and may produce Output that is inaccurate, incomplete, biased, outdated, offensive, fabricated ("hallucinated"), or otherwise unsuitable for Customer's purposes;
(b) Output does not constitute legal, financial, tax, medical, regulatory, compliance, accounting, employment, or professional advice;
(c) Customer must independently review, verify, and validate Output before relying on it or using it for any decision, communication, document, code, or workflow;
(d) ROHQ does not warrant the accuracy, completeness, originality, fitness, non-infringement, or legality of Output;
(e) Customer is solely responsible for all decisions, actions, communications, and outcomes resulting from use of AI Features and Output, including any downstream legal, regulatory, contractual, financial, or reputational consequences;
(f) AI Features may rely on Third-Party Services (e.g., OpenAI, Anthropic, Google, Microsoft) and are subject to those providers' availability, performance, terms, and content policies; and
(g) ROHQ may, at its discretion, change, replace, retire, route, fall back, or otherwise modify the underlying models, providers, or behavior of AI Features at any time without notice.
11.3 Customer shall not use AI Features in connection with any "high-risk" decision or use case where the failure of the AI Feature could reasonably result in injury, discrimination, denial of services, financial harm, or other significant adverse impact, except where Customer has implemented appropriate human oversight, safeguards, and controls and has independently determined the AI Feature is suitable.
12. Third-Party Integration Disclaimers
12.1 The Services interoperate with Third-Party Services. Third-Party Services are provided by their respective vendors and are governed by those vendors' terms and policies. ROHQ is not responsible for, makes no representations regarding, and disclaims all liability arising from any Third-Party Services.
12.2 Customer acknowledges that:
(a) Third-Party Services may change, deprecate, restrict, throttle, or discontinue features, APIs, or access at any time, with or without notice, and such changes may degrade or disable Services functionality;
(b) ROHQ relies on credentials, scopes, and permissions granted by Customer (or its Authorized Users) to Third-Party Services and is not responsible for misconfigurations, over-permissioning, or unauthorized data exposure resulting therefrom;
(c) outages, performance issues, data loss, security incidents, or breach of contract by Third-Party Service providers may impact the Services, and ROHQ disclaims all liability for such occurrences; and
(d) Customer is solely responsible for compliance with the terms, policies, and acceptable use rules of each Third-Party Service Customer enables, including HubSpot, Stripe, OpenAI, Anthropic, Google, Microsoft, Twilio, PandaDoc, Shopify, QuickBooks, Supabase, Vercel, DigitalOcean, and Aircall.
12.3 ROHQ may, in its sole discretion, add, change, suspend, or remove Third-Party Service integrations at any time.
13. Data Handling
13.1 ROHQ's processing of personal data on Customer's behalf is governed by the Privacy Policy and, where applicable, the Data Processing Agreement.
13.2 Customer represents and warrants that it has, and will maintain, all rights, consents, authorizations, and lawful bases necessary for ROHQ to process Customer Data as contemplated by this Agreement.
13.3 Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for ensuring that Customer Data does not include sensitive categories of data (e.g., government IDs, payment card data, protected health information, biometric identifiers, or special-category personal data) unless expressly permitted in an Order Form and processed in accordance with applicable law.
14. Security Disclaimers
14.1 ROHQ implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described in the Security & Compliance Overview.
14.2 No service, system, or security control can guarantee against all risks. Customer acknowledges that the security of internet transmissions, cryptographic systems, and computing systems is not absolute. ROHQ does not warrant that the Services are immune from intrusion, malware, vulnerabilities, social engineering, supply-chain compromise, denial-of-service attacks, or other cybersecurity events.
14.3 Customer is responsible for: (a) maintaining secure credentials and configurations; (b) enabling and using available security features (including multi-factor authentication, role-based access, and least-privilege scopes); (c) implementing appropriate endpoint and network security; and (d) timely revoking access of departed users.
15. Beta Features
15.1 ROHQ may offer features, modules, or services designated as "Beta," "Preview," "Alpha," "Early Access," "Experimental," or similar ("Beta Features"). Beta Features are provided "AS IS," may be unstable, may change or be discontinued at any time, and are excluded from any availability commitments, indemnities, or warranties.
15.2 Customer's use of Beta Features is at its own risk. ROHQ has no obligation to make Beta Features generally available, and any use is subject to confidentiality.
16. Availability and Uptime
16.1 ROHQ will use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement, where one is referenced in an Order Form.
16.2 Service credits, where applicable, are Customer's sole and exclusive remedy for unavailability.
16.3 ROHQ may perform scheduled and emergency maintenance, may modify or restrict the Services, and may rely on Third-Party Services that may experience downtime; such events do not constitute breach of this Agreement.
17. API Terms
17.1 ROHQ may provide APIs, webhooks, SDKs, and developer tools subject to the Documentation, applicable rate limits, and these Terms.
17.2 ROHQ may modify, deprecate, throttle, or revoke API access at any time. ROHQ may impose or change rate limits and quotas without notice to protect the integrity and availability of the Services.
17.3 Customer shall not use the API to circumvent any limits, scrape data not licensed to Customer, or build a substantially similar competing product.
18. Confidentiality
18.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. ROHQ's Confidential Information includes the Services, Documentation, pricing, security details, models, prompts, and roadmap.
18.2 Recipient shall (a) use Confidential Information only for purposes of this Agreement; (b) protect it using at least the same care as it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; and (c) not disclose it except to Recipient's personnel, advisors, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.
18.3 The obligations do not apply to information that is (a) publicly available without breach; (b) lawfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided Recipient gives prompt notice (where lawful).
19. Marketplace App Provisions
19.1 Where the Services are made available through a third-party marketplace (e.g., HubSpot App Marketplace), Customer's use is also subject to the marketplace operator's terms and policies. In the event of conflict between such terms and these Terms with respect to Customer's relationship with ROHQ, these Terms control to the maximum extent permitted.
19.2 Customer authorizes ROHQ to access, use, and process data exposed by the marketplace operator's platform pursuant to scopes and permissions Customer grants. ROHQ is not responsible for the marketplace operator's platform, availability, security, or access decisions.
19.3 ROHQ may modify or remove integrations, scopes, or marketplace offerings at any time to comply with marketplace operator requirements or in ROHQ's sole discretion.
20. Compliance Responsibility
20.1 Customer is solely responsible for determining whether the Services are appropriate for Customer's use case under applicable laws and regulations, including those governing privacy, data protection, telecommunications, marketing, consumer protection, financial services, healthcare, employment, AI, and accessibility.
20.2 Customer shall not use the Services in any manner that would cause ROHQ to violate any law or any contract between ROHQ and a third party.
20.3 Where Customer's use is subject to specific regulatory regimes (e.g., HIPAA, PCI-DSS, GLBA, FERPA, FedRAMP, CJIS), Customer shall not submit data covered by such regimes to the Services unless expressly authorized in an Order Form executed with ROHQ that addresses such use.
21. Indemnification
21.1 By Customer. Customer shall defend, indemnify, and hold harmless ROHQ, its Affiliates, and their respective officers, directors, employees, agents, licensors, and subprocessors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data; (b) Customer's or its Authorized Users' use of the Services or Output; (c) Customer's breach of this Agreement, the AUP, applicable law, or third-party rights; (d) any decision, action, communication, document, automation, or workflow Customer takes based on Output; (e) Customer's use of Third-Party Services; and (f) any claim that Customer Data, when used as authorized, infringes or misappropriates the rights of any third party.
21.2 By ROHQ. Subject to Section 22, ROHQ shall defend Customer against any third-party claim alleging that the Services, when used as expressly authorized hereunder, directly infringe a U.S. patent, copyright, or trademark of such third party, and pay damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement, provided Customer (a) promptly notifies ROHQ in writing; (b) gives ROHQ sole control of the defense and settlement; and (c) provides reasonable cooperation. ROHQ has no obligation under this Section for claims arising from (i) Customer Data; (ii) modifications not made by ROHQ; (iii) combinations with non-ROHQ products; (iv) use after notice to discontinue; (v) Output, AI Features, or Beta Features; (vi) Third-Party Services; or (vii) Customer's failure to use updates made available by ROHQ. If the Services are or may become subject to a claim, ROHQ may, at its option and expense, (1) procure the right to continue use; (2) modify the Services to be non-infringing; or (3) terminate the affected Services and refund any prepaid, unused fees. THIS SECTION 21.2 STATES ROHQ'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY INFRINGEMENT CLAIM.
22. Disclaimer of Warranties
22.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, OUTPUT, DOCUMENTATION, AI FEATURES, BETA FEATURES, INTEGRATIONS, AND ALL OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.
22.2 ROHQ EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
22.3 ROHQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, OUTPUT, OR DATA WILL BE ACCURATE, COMPLETE, PRESERVED, OR RESTORED.
22.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; THE FOREGOING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
23. Limitation of Liability
23.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROHQ, ITS AFFILIATES, OR ITS LICENSORS, SUPPLIERS, OR SUBPROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OPPORTUNITY, USE, DATA, CONTENT, OUTPUT, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER OR NOT ROHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
23.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ROHQ AND ITS AFFILIATES UNDER OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO ROHQ FOR THE AFFECTED SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). FOR ENTERPRISE CUSTOMERS UNDER A MUTUALLY EXECUTED ENTERPRISE ADDENDUM, THE CAP MAY BE EXTENDED UP TO TWELVE (12) MONTHS OF FEES, AS EXPRESSLY SPECIFIED IN SUCH ADDENDUM.
23.3 Specific Exclusions. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROHQ SHALL HAVE NO LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO:
(a) AI Features, AI Output, hallucinations, inaccuracies, model behavior, or model changes;
(b) integration failures, API changes, deprecations, throttling, or outages of Third-Party Services;
(c) third-party platform actions, policy enforcement, suspensions, account terminations, or marketplace decisions;
(d) Customer's configurations, automations, workflows, prompts, scripts, rules, or business logic;
(e) data corruption, loss, deletion, or unavailability not caused by ROHQ's intentional misconduct;
(f) cybersecurity incidents, intrusions, social engineering, phishing, credential compromise, or supply-chain events, except to the extent caused by ROHQ's gross negligence or willful misconduct;
(g) actions taken by Customer or any Authorized User, including downstream legal, regulatory, contractual, financial, or reputational consequences;
(h) Beta Features; and
(i) circumstances of Force Majeure.
23.4 Basis of Bargain. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 23 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN AND APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
23.5 Jurisdictional Limits. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, ROHQ's liability is limited to the maximum extent permitted by law.
24. Term and Termination
24.1 This Agreement remains in effect for the duration of all active Subscription Terms.
24.2 Either party may terminate for cause if the other materially breaches this Agreement and fails to cure within thirty (30) days of written notice. ROHQ may terminate or suspend immediately, without notice or refund, for: (a) non-payment; (b) violation of the AUP, Sections 8, 20, or applicable law; (c) actions that pose risk to the Services, ROHQ, or other customers; (d) instruction by a Third-Party Service or marketplace operator; (e) suspected fraud or sanctioned-party status; or (f) where required to comply with law.
24.3 Upon termination: (a) Customer's rights to access and use the Services cease; (b) Customer remains liable for all unpaid fees; (c) Sections 6, 8, 10, 11, 12, 14, 18, 21, 22, 23, 24.3, 25, 26, 27, 28, 29, 30, 31, and any provision that by its nature should survive, will survive.
24.4 ROHQ will make Customer Data available for export for a period of thirty (30) days following termination, after which ROHQ may delete Customer Data, subject to legal retention requirements and the DPA.
24.5 ROHQ may, at any time and at its sole discretion, suspend, throttle, modify, or discontinue all or part of the Services, with or without notice, without liability.
25. Binding Arbitration; Class Action Waiver
25.1 Agreement to Arbitrate. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES (A "DISPUTE") SHALL BE FINALLY SETTLED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS APPLICABLE COMMERCIAL ARBITRATION RULES, EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT.
25.2 The seat of arbitration shall be New York, New York. The proceedings shall be conducted in English. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
25.3 Class Action Waiver. DISPUTES SHALL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. CLASS, COLLECTIVE, AND REPRESENTATIVE ACTIONS ARE EXPRESSLY WAIVED. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.
25.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
25.5 Opt-Out. Customer may opt out of this Section 25 by sending written notice to contact@revplatform.io within thirty (30) days of first acceptance of these Terms.
26. Governing Law; Venue
26.1 This Agreement is governed by the laws of the State of New York, United States, excluding its conflict-of-laws principles and the U.N. Convention on Contracts for the International Sale of Goods.
26.2 Subject to Section 25, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.
27. Force Majeure
27.1 Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, epidemic, pandemic, governmental action, labor disputes, denial-of-service attacks, internet, hosting, or telecommunications failures, or failures or modifications of Third-Party Services.
28. Modifications to Terms
28.1 ROHQ may modify these Terms at any time. Material changes will be communicated by posting an updated version with a new "Last Updated" date and, where reasonable, by email or in-product notice.
28.2 Customer's continued use of the Services after the effective date constitutes acceptance of the modified Terms. If Customer does not agree, Customer's sole remedy is to discontinue use of the Services.
29. Export Controls and Sanctions
29.1 The Services may be subject to U.S. and other export control and economic sanctions laws, including the U.S. Export Administration Regulations and OFAC sanctions.
29.2 Customer represents and warrants that it will not, directly or indirectly, export, re-export, transfer, or use the Services in violation of any such laws.
30. DMCA / Copyright Policy
30.1 ROHQ respects the intellectual property of others. Notices of alleged copyright infringement should be sent to ROHQ's designated agent at contact@revplatform.io and must include the elements required by the Digital Millennium Copyright Act (17 U.S.C. § 512).
30.2 ROHQ may remove material claimed to be infringing and terminate accounts of repeat infringers in appropriate circumstances.
31. Miscellaneous
31.1 Assignment. Customer may not assign this Agreement without ROHQ's prior written consent. ROHQ may assign without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.
31.2 Notices. Legal notices to ROHQ must be sent to contact@revplatform.io and to 3 Franklin Square, STE 4, Saratoga Springs, NY 12866. Notices to Customer may be delivered by email to the address on file or via in-product notice.
31.3 No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
31.4 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remainder shall remain in full force.
31.5 Independent Contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment is created.
31.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
31.7 U.S. Government Rights. The Services are "commercial items" under FAR 2.101 and are licensed with only those rights provided to all other end users.
31.8 Order of Precedence. Order of precedence is: (1) executed Order Form (only as to terms specifically addressed therein); (2) DPA (where applicable, only as to data protection terms); (3) these Terms; (4) AUP and other referenced policies.
31.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous communications, proposals, and agreements. Pre-printed terms on Customer purchase orders are expressly rejected.
Contact: contact@revplatform.io | 3 Franklin Square, STE 4, Saratoga Springs, NY 12866