This Platform Subscription Agreement (the "Agreement") is made effective as of the date set forth in the applicable Order Form (the "Effective Date"), between Revo ("Revo") and the entity identified in the Order Form("Customer"). By accessing or using the platform, accepting this Agreement, or executing an Order Form, the Customer agrees to be bound by this Agreement. If you are using the services on behalf of a company or other legal entity (such as an employer), you represent that you have the authority to bind that entity to these terms. In such a case, "Customer" refers to that entity. Revo and the Customer may be referred to collectively as the "Parties" or individually as a "Party."
Recitals
A. Revo operates a platform designed to connect customers with workers for full-time job placements, including those sourced directly by Revo or through third-party providers to meet a variety of talent needs.
B. The Customer wishes to utilize the platform, and Revo is willing to provide access under the terms and conditions of this Agreement.
In consideration of the mutual covenants and conditions herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(a) License Grant. Revo grants the Customer a non-exclusive, non-transferable, limited license to access and use the platform during the Term, strictly for the Customer’s internal business purposes. This license is subject to the terms and conditions of this Agreement and the applicable Order Form.
(b) Use Restrictions. The Customer agrees that it will not, and will ensure that its Authorized Users do not: (i) exceed the scope of the license granted herein; (ii) modify or create derivative works of the platform or related documentation; (iii) decompile, reverse engineer, or attempt to gain unauthorized access to the platform’s source code; (iv) lease, sublicense, sell, or resell access to the platform;(v) use the platform in a manner that infringes upon any intellectual property rights or violates any applicable laws; (vi) interfere with the platform’s performance or integrity; or (vii) use automated tools to scrape or extract data from the platform.
(c) Authorized Users. The Customer is responsible for ensuring that only Authorized Users access the platform. The Customer must ensure that all Authorized Users comply with the terms of this Agreement and use reasonable measures to protect access credentials, promptly notifying Revo of any unauthorized use or security breach.
(d) Third-Party Services. The platform may interface with third-party services. Revo is not responsible for the performance or compatibility of third-party services and is not liable for any issues arising from such integrations. The Customer is responsible for obtaining any necessary licenses or consents for the use of third-party services.
(e) Platform Modifications. Revo reserves the right to update or modify the platform’s features, functionality, or interface from time to time, provided that such modifications do not materially diminish the platform’s overall functionality.
(a) Fees. The Customer agrees to pay the fees specified in the applicable Order Form, which are based on a success rate model. This includes a 3-month guarantee period and a one-year anti-poaching clause. If the Customer is not satisfied with a candidate, Revo will provide a 1-to-1 replacement at no additional cost.
(b) Payment Terms. All payments due under this Agreement must be made in the currency specified in the Order Form, in accordance with the payment schedule outlined therein. Payments are non-refundable, and the Customer is responsible for ensuring timely payment. In the event of late payment, interest may accrue at the rate specified in the Order Form. Revo reserves the right to suspend access to the platform until all outstanding payments are made in full.
(c) Automatic Payments. If the platform offers automatic recurring payments, the Customer agrees to provide valid payment information and authorizes Revo to charge the applicable fees automatically on a recurring basis as outlined in the Order Form.
(d) Taxes. The Customer is responsible for all taxes, duties, and charges imposed by any governmental authority related to the services provided under this Agreement, excluding taxes based on Revo’s income.
(a) Customer Materials. The Customer retains ownership of all Customer Materials provided to Revo through the platform. The Customer grants Revo a non-exclusive, royalty-free license to use, reproduce, and modify these materials as necessary to provide and improve the platform’s services.
(b) Representations and Warranties. The Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Customer Materials to Revo and that the use of such materials by Revo in accordance with this Agreement will not infringe upon the rights of any third party.
(c) Compliance with Laws. The Customer agrees to comply with all applicable laws and regulations in its use of the platform and performance of its obligations under this Agreement.
(d) Indemnity. The Customer agrees to defend, indemnify, and hold harmless Revo from any claims, damages, or expenses arising out of (i) the Customer Materials; (ii) the Customer’s use of the platform in violation of this Agreement; or (iii) any breach of the Customer’s representations and warranties.
(a) Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
(b) Obligations. The receiving Party agrees to (i) protect the confidentiality of the disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care;(ii) not use any Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and agents who need access to such information to fulfill the receiving Party’s obligations under this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
(c) Exceptions. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving Party; (ii) is lawfully obtained from a third party without restriction on disclosure; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or by a governmental authority.
(d) Duration. The obligations of confidentiality shall remain in effect for five (5) years from the date of disclosure, except with respect to trade secrets, which shall remain confidential as long as they qualify as trade secrets under applicable law.
(a) Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein(the "Term").
(b) Termination for Convenience. Either Party may terminate this Agreement for convenience by providing the other Party with forty-five (45) days' written notice.
(c) Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice of such breach.
(d) Effect of Termination. Upon termination of this Agreement, the Customer’s right to access and use the platform will immediately cease, and the Customer shall promptly return or destroy all Confidential Information of Revo in its possession. The termination of this Agreement shall not relieve the Customer of its obligation to pay any fees accrued or payable to Revo prior to the effective date of termination.
(a) Exclusion of Damages. To the fullest extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or in connection with this Agreement, whether based on contract, tort, or any other legal theory, even if the Party has been advised of the possibility of such damages.
(b) Liability Cap. Revo’s total liability arising out of or in connection with this Agreement shall not exceed the total amount paid by the Customer to Revo under this Agreement in the six(6) months preceding the event giving rise to the claim.
(c) Essential Basis. The Parties acknowledge and agree that the limitations of liability set forth in this Section 6 are an essential basis of the bargain and that the pricing and other terms of this Agreement reflect such limitations.
(a) Independent Contractors. The relationship between Revo and the Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party has the authority to bind the other Party to any obligation or responsibility.
(b) Employment Status. The Customer acknowledges that Revo is a technology platform provider and not an employ mentor staffing agency. Revo does not direct or control the day-to-day activities of workers and is not responsible for any employment-related obligations, including wages, benefits, taxes, or compliance with labor laws.
(a) Revo Indemnification. Revo agrees to defend, indemnify, and hold harmless the Customer from and against any and all claims, damages, and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the platform, when used as authorized under this Agreement, infringes or misappropriates any third party's intellectual property rights.
(b) Exclusions. Revo’s indemnification obligations shall not apply if the underlying third-party claim arises from (i) the Customer’s breach of this Agreement, negligence, or willful misconduct; (ii) modifications to the platform not made or authorized by Revo;(iii) use of the platform in combination with other products, services, or technologies not provided or approved by Revo; or (iv) the Customer’s failure to use any updates, modifications, or enhancements provided by Revo.
(c) IP Remedies. If the platform is or is likely to be found to infringe third-party intellectual property rights, Revo may, at its sole option and expense, (i) modify the platform to make it non-infringing; (ii) procure the necessary rights for the Customer to continue using the platform; or (iii) terminate the Agreement and provide a pro-rata refund of any prepaid fees for the remainder of the Term.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Malaysia or governing country, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Malaysia or operating country, and the Parties consent to the personal jurisdiction and venue therein.
(b) Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, natural disasters, and governmental actions.
(c) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by email with confirmation of receipt, to the addresses specified in the Order Form or as otherwise designated by the Parties.
(d) Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party’s assets. Any attempt to assign or transfer this Agreement in violation of this provision shall be null and void.
(e) Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
(f) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the extent necessary to make it valid and enforceable.
(g) Entire Agreement. This Agreement, together with any Order Forms, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, between the Parties regarding such subject matter.
(h) Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.
(i) Counterparts. This Agreement maybe executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties agree that electronic signatures shall have the same force and effect as handwritten signatures.
(j) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein is intended to confer any rights, remedies, or benefits upon any third party.