Terms of Service

1. Introduction

These Revora Terms of Service (the "Agreement") are an agreement between the Customer and Alice Labs Pte. Ltd., together the "Parties" and each, a "Party", entered into on the date the Customer signs up for a Revora account through the Revora Website (the "Effective Date"). If you register for a Revora account, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer. You furthermore acknowledge that Customer is not domiciled in Hong Kong. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.

BY USING ANY ELEMENT OF THE REVORA SOLUTION (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE REVORA SOLUTION, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO ALICE LABS PTE. LTD. THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE REVORA SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ALICE LABS PTE. LTD. THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

2. Definitions

"Administrator Accounts" as defined in section 10. "Administrative User" means an individual who is an employee or contractor of Customer and that Customer wishes to have access to and use of the Revora Platform. "Business" means either the Customer or Customer's Client, as the case may be. "Integrated Product" means any of the following: (i) Customer Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third Party Business Applications. "Chat Participant" means an individual who communicates with a Business (a "User") or on behalf of a Business (an "Agent") through the Revora Platform. "Conversation" means an exchange of any number of sent or received Revora Messages between an individual Integrated Product and a Chat Participant in a month. "Customer Account" as defined in section 10. "Customer Application" means any software application or web site developed by Customer using or integrating with the Revora SDK or APIs under the license terms of this Agreement. "Customer's Client" means any client of the Customer.

"Customer Data" means any data, information, content, records, and files that Customer (or any of its Administrative Users, Customer's Clients or Chat Participants) loads, receives through, transmits to or enters into the Revora Platform, and any data, information, content, records and files that the Revora Platform obtains from Customer's servers or systems or from third parties on Customer's behalf, including any and all intellectual property rights in any of the foregoing. "Custom-Integrated Business Applications" means any business software applications used by Customer to interoperate with the Revora Platform through the Revora API, where such software has been integrated with the Revora API by Customer, but which software, for greater certainty, excludes Pre-Integrated Third Party Business Applications and Customer Application(s). "Messaging Channels" means either (i) web, iOS, Android or other messaging channel enabled by a Revora SDK, (ii) SMS or email that is integrated with the Revora Solution, or (iii) a Third Party Messaging Platform that is integrated with the Revora Solution. "Modifications" means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium, and "Modify" has a corresponding meaning. "Personal Data" means any information relating to an identified or identifiable natural person (a "Data Subject").

"Pre-Integrated Third Party Business Applications" means third party business software used by Customer to interoperate with the Revora Platform, where such software is already integrated with the Revora Platform and is made available to Customer on the Revora Website. "Services" means the services provided by Alice Labs Pte. Ltd. to Customer that facilitate the communication between a Business and Chat Participants through a variety of Messaging Channels, as more particularly described on the Revora Website. "Revora API" means the application programming interface, sample source code, tools, webhooks, instructions, documentation, other materials, and any Modifications thereto, made available by Alice Labs Pte. Ltd. to Customer to assist Customer in developing its Customer Application that interoperates with the Revora Platform. "Revora Message" means any communication sent or received between a Chat Participant and an Integrated Product using any component of the Revora Solution. "Revora Platform" means the software, hardware, and systems used by Alice Labs Pte. Ltd. to host and make the Services available for Customer's use, including the Website, and any Modifications thereto. "Revora Property" is defined in section 7.

"Revora SDKs" means the software development kits made available by Alice Labs Pte. Ltd. for the development of software applications for each of iOS, Android, the web, and any Modifications thereto or future versions launched by Alice Labs Pte. Ltd. for other platforms, that interoperate with the Revora Platform, and "Revora SDK" means any one of the foregoing software development kits, as the context requires. "Revora Solution" means: (i) the Revora Platform; (ii) the Revora API; (iii) the Revora SDKs; and (iv) any Modifications to the preceding. "Revora Website" means any websites used by Alice Labs Pte. Ltd. to provide the Revora Services, including the website located at userevora.com. "Third Party Messaging Platforms" means any third party platform that may be used by Chat Participants to transmit and receive messages with a Business, including but not limited to Facebook Messenger, WeChat, LINE, Telegram, Viber, and other platforms that Alice Labs Pte. Ltd. may support in the future.

3. Revora Platform

Provisioning of the Revora Platform. Subject to Customer's compliance with the terms and conditions of this Agreement, Alice Labs Pte. Ltd. will make the Revora Platform available to Customer on the terms and conditions set out in this Agreement, provided that: (i) Customer has read and accepted and is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications; and (ii) has taken all steps as necessary to enable interoperability between the Revora Platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications, including acquiring the necessary approvals and API keys, whether directly or via Customer's Clients, to access these messaging channels as a business.

4. License to the Revora API

Subject to Customer's compliance with the terms and conditions of this Agreement, Alice Labs Pte. Ltd. grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Revora API solely (i) to enable the Customer Application to interoperate with the Revora Platform or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by Customer to interoperate with the Revora Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Alice Labs Pte. Ltd. from time to time.

5. License to Software Development Kits; EULA for Customer Application; Requirements for Customer Application

License Grant to Software Development Kit. Subject to Customer's compliance with the terms and conditions of this Agreement, Alice Labs Pte. Ltd. grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to: download, install and use the Revora SDK from the Revora Website and other sites linked from the Revora Website solely to develop functionality within Customer Applications for facilitating communications between a Business and the Chat Participants through the Revora Platform in accordance with the terms of this Agreement and any other policies or guidelines published by Alice Labs Pte. Ltd. from time to time; and embed within the Customer Application the redistributable components of the Revora SDK in object code form. Additionally, Alice Labs Pte. Ltd. grants Customers on paid subscriptions a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to distribute the Revora SDK to Customer's Clients solely to enable Customer's Clients to develop functionality in their software for facilitating communications between such Customer's Clients and Chat Participants through the Revora Platform in accordance with the terms of this Agreement and any other end-user license agreements, policies or guidelines published by Alice Labs Pte. Ltd. from time to time.

End-User License Agreement for Customer Applications. Customers may permit Chat Participants to use Customer Applications to communicate with Customers through the Revora Platform. Customers will enter into an end-user license agreement ("EULA") with such Chat Participants as a condition of such Chat Participant's use of any Customer Applications. Customers will ensure that the EULA contains terms that are no less protective of Alice Labs Pte. Ltd. and the Revora Platform than the terms of this Agreement.

Data Retention. Alice Labs Pte. Ltd. will retain the history of every Conversation accessible for retrieval by Customer for a minimum of thirty (30) days.

6. Trademark License

During the Term, Customer hereby grants to Alice Labs Pte. Ltd. a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Customer's trademarks and logos made available to Alice Labs Pte. Ltd. by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Revora Solution, including listing the Customer and the Customer Application on the Revora Website; and only in accordance with Customer's reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require Alice Labs Pte. Ltd. to cease using Customer's trademarks and logos if, in the reasonable opinion of Customer, the continued display of Customer's trademarks and logos would cause a materially adverse effect on Customer's image and the goodwill associated therewith.

During the Term, Alice Labs Pte. Ltd. grants to Customer a limited, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Revora's trademarks and logos made available to Customer by Alice Labs Pte. Ltd. as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Revora Solution, and only in accordance with Alice Labs Pte. Ltd.'s reasonable trademark usage guidelines, as updated from time to time. Alice Labs Pte. Ltd. may require Customer to cease using Revora's trademarks and logos if, in the reasonable opinion of Alice Labs Pte. Ltd., the continued display of those trademarks and logos would cause a materially adverse effect on its image and the goodwill associated therewith.

7. Reservation of Rights

Alice Labs Pte. Ltd. expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Revora Solution (or any part thereof) and any other materials or content provided by Alice Labs Pte. Ltd. under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the "Revora Property"), in each case, subject to the license rights expressly granted under Sections 3, 4 and 5. All right, title and interest in the Revora Property will remain with Alice Labs Pte. Ltd. (or its third party suppliers, as applicable). For greater certainty, the Revora Property is licensed and not "sold" to customers.

Customer shall retain all right, title, and interest to any modifications, extensions, or derivative works of the Revora SDKs that Customer develops or has developed on its behalf (such modifications, extensions or derivative works, the "Customer Derivative Works"). The foregoing does not prevent Alice Labs Pte. Ltd. from exploiting any Revora Property, including any independently developed future developments, modifications, adaptations, changes, derivative works or new works, even if the foregoing is similar or functionally identical to the Customer Derivative Works. Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Customer Derivative Works against Alice Labs Pte. Ltd. or any customers or clients of Alice Labs Pte. Ltd.

8. Revora's Right to Use Customer Data

Customer acknowledges and agrees that Alice Labs Pte. Ltd. may store, use, reproduce, Modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. Customer further acknowledges and agrees that Alice Labs Pte. Ltd. may store, use, reproduce, Modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Customer agrees to cause any Administrative User, Customer's Client, and Chat Participant to agree to the same terms as this Section.

9. Privacy

Customer understands that Personal Data, including that of Administrative Users, Customer's Clients and Chat Participants, will be treated in accordance with Revora's Privacy Policy (the "Privacy Policy"). Furthermore, Alice Labs Pte. Ltd. agrees to observe the privacy and data protection requirements outlined in its Service Data Privacy Statement (the "Service Data Privacy Statement") when processing data on behalf of Customer during provision of the Service. The Privacy Policy, including the Service Data Privacy Statement, is hereby incorporated by reference and forms part of this Agreement.

10. Customer Accounts; Use Restrictions

Customer Accounts. Upon Customer's request, Alice Labs Pte. Ltd. will issue one or more administrator accounts (the "Administrator Accounts") to Customer that provide Customer with the capability to create accounts for use by individuals who are an employee or contractor of Customer and that Customer wishes to have access to and use of the Revora Platform (each, an "Administrative User"). Customers will ensure that Administrative Users only use the Revora Platform through their Customer Account. Customers will not share the Administrator Accounts with any other person and will not allow Administrative Users to share their Customer Account with any other person. Customers will promptly notify Alice Labs Pte. Ltd. of any actual or suspected unauthorized use of the Revora Platform. Alice Labs Pte. Ltd. reserves the right to suspend, deactivate, or replace any Customer Account or Administrator Account if it determines that the account may have been used for an unauthorized purpose.

Use Restrictions. Customer acknowledges and agrees that it is responsible for the activities and communications of all Administrative Users and Chat Participants on the Revora Platform, and the compliance by all Administrative Users, Customer's Clients and Chat Participants with this Agreement, and any guidelines and policies published by Alice Labs Pte. Ltd. from time to time. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Administrative Users, Customer's Clients or Chat Participants) to use the Revora Platform to send, upload, collect, transmit, store, use, disclose or process any Customer Data: that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer or the applicable Administrative User, Customer's Client or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; that is false, intentionally misleading, or impersonates any other person; that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; that is harmful to minors in any way or targeted at persons under the age of 16; or that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or that encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability. Customer further will not: disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Revora Platform (e.g., a denial of service attack); attempt to gain unauthorized access to the Revora Platform; use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Revora Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement; use the Revora Solution for the purpose of building a similar or competitive product or service; or use the Revora Solution other than as permitted by this Agreement.

Fair Use Policy. The Revora Solution is intended to facilitate communications between Chat Participants and a Business in the context of marketing, selling and supporting the Business's products and services. While Alice Labs Pte. Ltd. sets no limits on the number of Revora Messages that can be exchanged between any given Chat Participant and any given Business, in aggregate no Business shall exceed an average of 50 Revora Messages per Active User Conversation in any given month. Such usage of the Revora Platform exceeds any reasonable expectations of use and shall be deemed a violation of the terms of this Agreement, and the Customer will immediately terminate the applicable Business rights and access to the Revora Solution or pay excess usage fees as defined by Alice Labs Pte. Ltd.

11. Email & Web Support

Customer will generally have access to Alice Labs Pte. Ltd.'s technical support from 10:00am to 6:00pm ET on weekdays (other than holidays observed by Alice Labs Pte. Ltd.) through email support, or through the website using our chat widget.

12. Fees and Payment

Fees. Customers will pay to Alice Labs Pte. Ltd. the applicable fees described on the Revora Website (the "Fees") during the Term in accordance with the payment terms set out herein.

Third Party Messaging Platform Fees. For greater clarity, the Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Alice Labs Pte. Ltd., in which case Alice Labs Pte. Ltd. shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platform imposes special requirements on Alice Labs Pte. Ltd. beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Alice Labs Pte. Ltd. shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.

Payment Terms. All Fees shall be in U.S. Dollars; Alice Labs Pte. Ltd. shall charge and invoice Customer the applicable Fees, in advance, by credit card, on the Effective Date and on every monthly anniversary thereafter; subject to the disputed-invoices provision below, payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.

Disputed Invoices or Charges. If Customer in good faith disputes any portion of a Revora invoice or charge, Customer may provide a dispute notice to Alice Labs Pte. Ltd. with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Customer shall pay all undisputed amounts of that invoice in accordance with the payment terms above.

Late Payment. Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section entitles Alice Labs Pte. Ltd. to suspend, in whole or in part, access to the Services, until such payment is received. Additionally, Alice Labs Pte. Ltd. shall assess and Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to the provision above). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay.

Certain Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Customer will pay, indemnify and hold harmless Alice Labs Pte. Ltd. from same, other than taxes based on the net income or profits of Alice Labs Pte. Ltd.

13. Confidential Information

Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser", and "Confidential Information" means any and all information of the Discloser disclosed by the Discloser to the Recipient or otherwise coming into the possession of the Recipient during the Term that is marked as "confidential" or that a reasonable person would understand to be confidential; provided that the Discloser's Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient outside the scope of this relationship by personnel not having access to any of the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all Revora Property (including any part thereof), whether marked as "confidential" or not, will be Alice Labs Pte. Ltd.'s Confidential Information and will not be Customer's Confidential Information.

Confidentiality Covenant. The Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. The Recipient will be deemed to have discharged its confidentiality obligations under this Section if the Recipient uses the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.

Exceptions to Confidentiality. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to Alice Labs Pte. Ltd.'s business; or (iii) in the case of Alice Labs Pte. Ltd., to potential assignees, acquirers or successors of Alice Labs Pte. Ltd. if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Alice Labs Pte. Ltd.

14. YouTube API Services

Certain features of the Service access and use YouTube API Services. By using any part of the Service that relies on YouTube API Services, you agree to be bound by the YouTube Terms of Service, in addition to this Agreement.

Your use of YouTube API Services through the Service is also subject to the Google Privacy Policy. How Revora collects, uses, stores and lets you delete data obtained through YouTube API Services, and how you can revoke Revora's access to that data, is described in the "YouTube API Services" section of our Privacy Policy.