Definitions:

Agreement: The Underlying Agreement, including these Merchant Terms and Conditions.

Payor: The party submitting the payment over the internet (“Online Payment”).

Payee: The party receiving the Online Payment.

Revo:  Globalex Corporation d/b/a RevoPay (“Revo”) is the service provider which hosts and maintains this Software Product (defined below) on behalf of Payee. 

Underlying Agreement:  An agreement between the Payee and Revo in which these Merchant Terms and Conditions are referenced.

1. SOFTWARE PRODUCT AND PAYMENT SERVICES

Software Product. The “Software Product” is comprised of The Revo Payments Page and supporting software, including  the following components: (i) the HTML and core file components, (ii) database scripts, (iii) database schema, (iv) database stored procedures, (v) image files, (vi) documentation, (vii) “Online” Documentation, and (viii) and any other associated files or media. The primary business purpose of the Software Product is to present a payment platform for Payee to accept Electronic Payments from Payors or make outbound payments to Payees. The Software Product is also marketed under the name of Revo Property Pay, Paago Invoice, Revo Non-Profit, Revo Academic, Revo Utilities, or other industry-specific brands.

Payment and eInvoicing Services. “Electronic Payments” or “Payment Services” includes the acceptance of any form of non-cash payment, including but not limited to: electronic checks/ACH, credit/debit/prepaid card payments, digital wallets such as Apple Pay, PayPal and Venmo, or any other non-cash payment, where payments are made by any possible channel or means, including but not limited to in-person, online, phone, mobile device, or other mode of payment. “Electronic Invoicing” consists of sending a bill through any non-paper channels; the Software Product allows for invoices to be created and sent out via email and SMS and received on all electronic and mobile platforms.

Limited License Grant. The Software Product is licensed for use only and is not sold to Payee. Revo hereby grants, and Payee accepts, a non-exclusive, non-assignable, non-transferable, non-sub-licensable, limited license to use the Software Product only as approved herein by Revo. The license grant may be terminated at any time by Revo. The license grant is conditioned upon Payee’s use of the Software Product and Payment Services in strict abidance and subject to the terms and conditions contained in the Agreement, and timely payment of the applicable fees.. The License Grant extends only to Payee and shall not be loaned, assigned, sold, sublicensed, or otherwise made available to or used by any third-party.

Software Restrictions. Payee shall (i) not attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software Product or any portion thereof, or otherwise derive its source code; (ii) not modify, port, translate, localize or create derivative works of the Software Product; (iii) not disclose the results of any performance tests or qualitative analysis on the Software Products(s) to any third party without the prior written consent of Revo; (iv) not use the Software Product in a way that (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (d) is obscene, pornographic or indecent in violation of applicable law; or (e) to propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data.

Pricing and Fees. Depending on the choice of the Payee, transaction fees can either be paid by the Payee or passed on to the Payors. Any fee that is not a direct transaction cost that is depicted in the Underlying Agreement must be paid by the Payee.

Payor Fees. Payors who desire to initiate Online Payments to Payee by Electronic Payment through the Software Product agree to the fees listed in the Underlying Agreement and /or such fees disclosed in the Software Product and Payee agrees to those fees in the payment process. Revo may, in its sole discretion, but only in accordance with applicable law, accept, deny, or cancel the ability of any Payor to pay or continue to pay its Online Payments to Payee through the Software Product. Revo may charge Payors other fees or charges for facilitating the Electronic Payment of Online Payments utilizing the Software Product. Payee is responsible for disclosing all Revo fees to Payor. If a dispute arises based on Revo fees to Payor, Revo is entitled to the full transaction amount including convenience and/or other fees or charges for facilitating the Electronic Payment of Online Payments between Payee and Payors through the Software Product as Revo may determine in its sole discretion. Revo will provide Payee 30-day advance written notice as to any changes to any convenience or other fees contained in the Underlying Agreement or as stated in the Software Product. In the event Payor fails to pay fees due to Revo, Payee agrees to reimburse Revo for unpaid Payor fees including any disputed transaction amount, chargebacks, or other unpaid amounts as determined by Revo.

Payor Information. Payee shall provide Revo such information as Revo may require to promptly and accurately perform the Payment Services contemplated by this Agreement. Upon execution of the Agreement, if Payee desires to enable a roster or other list of authorized Payors, Payee shall supply Revo with an electronic document containing Payor information required by Revo to set up and manage the Software Product and Payment Services. Payee shall use commercially reasonable efforts to provide Revo with any and all changes to such document during the term of the Agreement. Revo shall in no event be liable for not being provided by Payee with current and correct information. Revo will not be responsible for unauthorized use of Payor’s credit card or credit card information by Payee, Payee’s employees, or any other party associated with Payee as a vendor, consultant, or contractor, including but not limited to Payor’s name, billing address, credit card number, and credit card expiration date. Revo has the right to monitor the Software Product electronically from time to time and collect, share, or disclose information in accordance with the Revo Privacy Policy, including but not limited to, as necessary to satisfy any law, regulation or other governmental request, to operate the Software Product, or to protect itself or its users in accordance with Revo’s Privacy Policy.

Payor/Payee Disputes and Chargebacks. Revo follows the payment instructions authorized by Payee in the Agreement and authorized by Payors when using the Software Product and Payment Services. Payee shall indemnify and hold Revo harmless from disputes between Payee and Payors, including but not limited to returned payments, disputed payments, NSFs, inaccurate Payor bank account information, or any other Payor attempt to dispute or reverse a payment regardless of payment type (i.e., credit card or ACH). Revo will provide commercially reasonable efforts to have chargebacks investigated following the initial deduction from Payee’s bank account. Payee will ultimately be solely liable for all chargeback liability derived from Online Payments processed by Revo, including Chargeback Recovery Fees listed in the Underlying Agreement.

Modification and Discontinuation of Software Product and Payment Services. Revo may, and reserves the right to, modify the features and functionality of the Software Product and Payment Services at any time and without notice, including through the use of or subcontracting to third party service providers to provide some or all of the Software Product and/or Payment Services; provided, however, that Revo will not modify the Software Product or Payment Services in a manner that would, in its sole discretion, significantly adversely affect the use thereof, without providing at least ten (10) days prior notice to Payee of such modification. In addition to the foregoing, Payee hereby acknowledges and agrees, Revo may discontinue the supply and support of all or part of Software Product and/or Payment Services upon ninety (90) days’ notice to Payee. 

Cooperation Regarding Payor Adoption. Payee agrees to support all reasonable efforts requested by Revo to encourage and improve the use of the Software Product and Payment Services by Payors.

Payment for Services and Fees. Payee agrees to pay Revo the Fees as defined and set forth in the Schedule of Fees attached to the Underlying Agreement.

Additional Terms & Conditions. Payee hereby agrees to additional terms and conditions that are contained within the Software Product and which are disclosed online during the use of the Software Product. Payee agrees to notify Payors and advise them of terms & conditions to which Payor is agreeing by Payor’s use of the Software Product.

2. IP RIGHTS AND CONFIDENTIALITY

Intellectual Property. All intellectual property rights in and to the Software Product or Payment Services shall remain the exclusive property of Revo (and/or its suppliers if applicable).  Payee or Payors shall have no right in or to the Software Product or Payment Services except as expressly set forth in the Agreement.  Intellectual property includes, but is not limited to, patents, inventions, invention disclosures, Marks (as defined below), trade secrets, know-how, formulae and processes, software programs, proprietary data and databases, copyrights, and all other similar items of intellectual property, whether registered or unregistered, including any rights created thereof, all proceeds thereto, and the right to sue for past, present and future infringements. All rights not expressly granted hereunder by Revo are reserved for Revo (and/or its suppliers if applicable).  Revo retains the rights in and title to its respective trade names, trademarks, service marks, logos, domain names and other branding elements and identifiers (the “Marks”), and any other intellectual property previously or generally developed by Revo or its affiliates. Payee shall not copy, use, display, distribute or transfer the Marks or other Intellectual Property of Revo, except as expressly provided by the Agreement

Modifications to Intellectual Property. Modifications to the Software Product or Payment Services by Payee or its agents is prohibited except by express written consent of Revo. Any changes or modifications that may occur (whether permitted or not), including adjustments, customizations, or integrations, shall be deemed “works for hire” and are deemed and agreed to be the exclusive intellectual property of Revo.

Confidentiality and Non-Disclosure. Each party agrees to keep confidential and to use only for purposes of performing under the Agreement, any proprietary or confidential information of the other party disclosed pursuant to the Agreement which is appropriately marked as confidential or which could reasonably be considered of a proprietary or confidential nature (“Confidential Information”), and, except as otherwise permitted by the Agreement, the terms of the Agreement. The obligation of confidentiality does not apply to information, which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure, is rightfully obtained from a third party who has the right to disclose it, or which is required by law to be disclosed. All Confidential Information will remain the property of the disclosing party and shall be returned or destroyed (at the receiving party’s option) to the disclosing party upon request or upon termination of the Agreement.

3. DISCLAIMER OF WARRANTIES

NO WARRANTIES AND GENERAL DISCLAIMER.  REVO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT AS EXPRESSLY STATED HEREIN. ADDITIONALLY, REVO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO FREEDOM FROM INFRINGEMENT WITH RESPECT TO ALL SOFTWARE PRODUCTS, PAYMENT SERVICES, ONLINE PAYMENTS, UPDATES, UPGRADES, NEW RELEASES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS AND OTHER ITEMS FURNISHED UNDER, OR IN CONNECTION WITH, THE AGREEMENT. PAYEE ACKNOWLEDGES THAT ITS USE OF THE SOFTWARE PRODUCT AND PAYMENT SERVICES IS SUBJECT TO AND CONDITIONED UPON ACCEPTANCE OF THIS DISCLAIMER.

Software Product Limited Warranty. Revo warrants that the Software Product will conform substantially in accordance with its documentation and stated purpose. If Revo confirms a defect in the unaltered Software Product, Revo will use commercially reasonable efforts to remedy the nonconformance. Revo does not warrant that the operation or utilization of any Software Product or Payment Services will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any nonconformance. If the Software Product or Payment Services fails to comply with the limited warranty set forth in this Section and Revo does not remedy such failure as required by this Section, Revo’s sole obligation and liability, and Payee’s exclusive remedy, for such failure shall be limited to written termination of the Agreement, in which event the Agreement shall terminate. Payee shall not be entitled to a refund of any fees related to Payment Services or any other damages or costs under any circumstances. Payee expressly recognizes and acknowledges that the foregoing limitation of liability is an essential part of the Agreement and is an essential factor in establishing the fees of the Software Product and Payment Services. TERMINATION OF THE AGREEMENT IS PAYEE’S AND ITS PAYORS’ SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR BREACH OF THE AGREEMENT.

WORLD WIDE WEB, INTERNET, AND TELEPHONE USAGE. REVO AND ITS SUPPLIERS MAKE NO WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE WORLD WIDE WEB OR TELEPHONE LINES, THE INTERNET AND OTHER GLOBALLY LINKED COMPUTER NETWORKS, OR THE WEBSITES ESTABLISHED THEREON INCLUDING THE SOFTWARE PRODUCT OR PAYMENT SERVICES RELIANCE ON THE INTERNET OR WORLD WIDE WEB.

DATA CONTENT DISCLAIMER. PAYEE EXPRESSLY RECOGNIZES THAT REVOOPERATOR DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE ANY DATA OR THIRD-PARTY PAYMENT SERVICES, INFORMATION, THIRD-PARTY PRODUCTS, PROCESSED BY THE SOFTWARE PRODUCT PRODUCTS OR SERVICES PROVIDED VIA ANY SOFTWARE PRODUCTS HEREUNDER, INCLUDING BUT NOT LIMITED TO, INFORMATION OBTAINED AS PART OF PROVIDING THE SOFTWARE PRODUCT AND PAYMENT SERVICES.  REVO DISCLAIMS ALL WARRANTIES AND SHALL NOT BE LIABLE TO PAYEE OR ANY THIRD PARTY FOR ANY COST OR DAMAGE ARISING, EITHER DIRECTLY OR INDIRECTLY, FROM ANY LOSS OF DATA OR OTHERWISE.

4. LIMITATION OF LIABILITY

EXCLUSION OF DAMAGES. IN NO EVENT SHALL REVO (NOR ANY OF ITS SUPPLIERS) BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, LOST REVENUE, OR LOST BUSINESS, IN CONNECTION WITH THE USE OF THE  SOFTWARE PRODUCT OR PAYMENT SERVICES OR ANY OTHER ITEM OR SERVICE PROVIDED UNDER THE AGREEMENT, NOR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED UNDER THE AGREEMENT, WHETHER IN BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (INCLUDING NEGLIGENCE), EVEN IF REVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL REVO, OR ITS SUPPLIERS, BE LIABLE TO PAYEE, ITS PAYORS OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE REVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FORCE MAJEURE. REVO WILL NOT BE RESPONSIBLE FOR ANY DELAYS, ERRORS, FAILURES TO PERFORM, INTERRUPTIONS OR DISRUPTIONS IN THE SOFTWARE PRODUCT OR PAYMENT SERVICES CAUSED BY OR RESULTING FROM ANY ACT, OMISSION OR CONDITION BEYOND REVO’S REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE OR IDENTIFIED, INCLUDING WITHOUT LIMITATION INTERNET ACCESS FAILURES, HARDWARE FAILURES, SOFTWARE FAILURES, CRIMINAL ACTS, ACTS OF GOD, STRIKES, LOCKOUTS, RIOTS, ACTS OF WAR, GOVERNMENTAL REGULATIONS, FIRE, POWER FAILURE, EARTHQUAKES, WEATHER, FLOODS OR OTHER NATURAL DISASTERS OR THE FAILURE OF CUSTOMER’S, PAYORS, OR ANY THIRD PARTY’S HARDWARE, SOFTWARE OR COMMUNICATIONS EQUIPMENT OR FACILITIES.

INDEMNIFICATION. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, PAYEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS REVO AND ITS SUPPLIERS FOR ANY CLAIMS BROUGHT BY PAYORS OR ANY OTHER THIRD PARTY BASED ON THE SOFTWARE PRODUCT OR PAYMENT SERVICES.

5. TERM AND TERMINATION

Agreement Term. The term of this agreement is for three (3) years from the date that this Agreement is executed (“Effective Date”) by the Payee. The Effective Date is upon execution of this Agreement; regardless of when Payee actually begins accepting electronic payments. The Agreement shall automatically renew for successive three-year terms unless cancelled in writing at least 30 days prior to the renewal date. Notwithstanding anything else, Payee may cancel this Agreement with 30 days written notice to Revo.

Fee Increase Right of Cancellation. Revo may increase or otherwise change its Fees at any time, subject to 30 days’ notice to Payee. Payee may cancel the Agreement without penalty if Revo notifies Payee of a fee increase, and Payee does not accept that Fee increase. Cancellation must be sent via email to customerservice@revopayments.com. If Payee does not cancel within 30 days of notice of a Fee increase or change, Payee’s continued use of the Software Product and Payment Services shall constitute acceptance of the new Fees.

Breach, Cure, and Termination. Either party may terminate the Agreement in the event of an uncured breach of a material clause of the Agreement. If a party determines that a breach has occurred, then written notice of such breach, including sufficient detail to allow the breaching party to effect a cure, shall be provided to the breaching party. If the breach has not been cured within 30 days of written notice (the “cure period”), then the notifying party shall be entitled to terminate the Agreement by providing a written notice of termination within 10 days of the conclusion of the cure period.

Effect of Termination. Termination of the Agreement will not relieve either party of any obligation to pay the other party any amounts, Fees, or other compensation due and owing to the other party prior to such termination. In the event Payee cancels the Agreement or otherwise stops using Payments Services prior to the conclusion of the initial or any renewal term set forth in the Underlying Agreement, Payee authorizes and shall pay Revo an early termination fee equal to $375.  Revo is authorized to bill and collect this amount via ACH or credit card charge to Payee with no further authorization required from Payee. Payee agrees to waive any rights to dispute or reject the early termination fee as described herein.

6. GENERAL PROVISIONS

Exclusive Provision of Payment Services. Payee agrees that Revo shall be its exclusive provider of ePayment-related software and Payment Services as defined herein, during the term (initial and renewal) set forth in the Underlying Agreement.

Agree to Pay Fees. Payee agrees to pay fees when due to Revo or underlying service providers as set forth in the Agreement (as amended from time to time, including any updated Merchant Terms & Conditions) . Payee authorizes Revo to debit or charge Payee’s bank account or credit card account on file to collect such fees.

Assignment. Neither the Agreement nor any of Payee rights or obligations under this Agreement may be assigned or transferred without the prior written consent of Revo, and any attempted assignment or transfer without such consent shall be voidable by Revo.

Binding Force. Payee agrees that the Agreement, comprised of the Underlying Agreement and these Merchant Terms & Conditions,  binds Payee, agents and persons associated with Payee, including directors, officers,  employees and Payors of Payee, and affiliated and subsidiary firms, corporations, and other organizations. If Payee is a Property Manager, Payee agrees that by signing below and by submitting individual properties (i.e., Homeowner Associations) for Payment Services under the Agreement, Payee represents and warrants that it has the legal right and authority to enter into the Agreement on behalf of the individual property and that all the provisions of the Agreement shall apply jointly and severally to the Payee and to the individual property.

No Waiver. If either party fails to perform any of its obligations under the Agreement and the other party fails to enforce the provisions relating thereto, such party’s failure to enforce the Agreement shall not prevent its later enforcement.

Modifications & Severability. Except for Revo’s right to amend these Merchant Terms & Conditions consistent with the terms hereof, no modification of the Underlying Agreement shall be binding upon either party unless made in writing and signed by an authorized representative of Revo and Payee. If any provision of the Agreement is determined by a court to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable; the remainder of the Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion.

Notices. All notices and correspondence under the Agreement shall be in writing and shall be delivered by express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time.

Governing Law. The Agreement shall be governed by the laws of the State of California. The parties mutually agree and submit to jurisdiction in the federal or state courts of   Illinois in each case located in Cook County. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

Irreparable Harm; Right to Injunctive Relief. Payee acknowledges that its breach of the Agreement may cause irreparable harm to Revo, and Payee agrees that Revo shall be entitled to injunctive relief in the event of such a breach.