These Terms of Service (the “Terms”) govern your access to and use of Revvly, the subscription and revenue-management platform (the “Service”) operated by AcceleratorApp Limited, a company incorporated in the British Virgin Islands (“AcceleratorApp,” “we,” “us,” or “our”). By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” and “Customer” refer to that entity.
If you have a separately signed Master Services Agreement (MSA) or order form with us that covers Revvly, that agreement controls to the extent it conflicts with these Terms.
1. Definitions
- “Authorized User” means an individual you permit to access the Service under your account (for example, an employee, contractor, or team member).
- “Customer Data” means data, content, and information you or your Authorized Users submit to or generate within the Service.
- “End Customer” means a person or entity from whom you collect payments or manage subscriptions using the Service.
- “Payment Processor” means the third-party payment provider (currently Stripe, Inc. and its affiliates) that processes payment transactions initiated through the Service.
- “Subscription” means your paid plan for access to the Service, as described in your order or in-product checkout.
2. Accounts and Access
2.1 Registration
To use the Service you must create an account and provide accurate, current, and complete information. You are responsible for keeping your registration details up to date.
2.2 Account security
You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. Notify us promptly at [email protected] if you suspect any unauthorized access or use.
2.3 Authorized Users
You may permit Authorized Users to access the Service subject to these Terms. You are responsible for your Authorized Users’ compliance, and any act or omission by an Authorized User that would breach these Terms is deemed your breach.
3. Subscriptions, Fees, and Billing
3.1 Subscription fees
Access to the Service is provided on a subscription basis. Fees, billing frequency, and included usage are set out at the point of purchase or in your order. Unless stated otherwise, subscription fees are billed in advance and are non-refundable except as required by law or expressly stated in these Terms.
3.2 Usage-based charges
Certain features are billed based on usage (for example, transaction volume or payment-processing activity). Usage charges accrue during each billing period and are invoiced in arrears. We may set, and change, usage rates on notice as described in Section 3.5.
3.3 Payment-processing fees
Payments you collect from End Customers through the Service are processed by the Payment Processor. Processing fees charged by the Payment Processor, and any platform fee we charge in connection with payment facilitation, will be disclosed to you and are in addition to your subscription fees. You authorize us and the Payment Processor to deduct applicable fees from processed amounts before remittance.
3.4 Taxes
Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and other taxes associated with your purchase, excluding taxes based on our net income.
3.5 Changes to fees
We may change subscription fees or usage rates effective at the start of your next renewal term, or, for usage-based charges, on at least thirty (30) days’ notice. Your continued use of the Service after a fee change takes effect constitutes acceptance of the new fees.
3.6 Late payment
Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower). We may suspend the Service for non-payment after reasonable notice.
4. Payment Processing
4.1 Role of the Service
Revvly provides technology that enables you to manage subscriptions and collect payments from your End Customers. We are a technology provider and payment facilitator, not a bank, money transmitter, or the merchant of record for your transactions. You are the merchant of record with respect to payments you collect from your End Customers.
4.2 Payment Processor terms
Payment processing is provided by the Payment Processor and is subject to the Payment Processor’s own terms and connected-account agreement (for Stripe, the Stripe Connected Account Agreement and Stripe Services Agreement). By using the payment features, you agree to those terms, and you authorize us to share transaction and account information with the Payment Processor as needed to provide the Service. We are not responsible for the acts, errors, or omissions of the Payment Processor.
4.3 Settlement and payouts
Payout timing, holds, reserves, and settlement of funds to you are governed by the Payment Processor. We do not control, and are not responsible for, the timing or availability of funds held or disbursed by the Payment Processor.
4.4 Refunds, chargebacks, and disputes
You are responsible for handling refunds, chargebacks, and payment disputes with your End Customers in accordance with the Payment Processor’s rules and applicable card-network rules. You are liable for chargebacks, refunds, and related fees attributable to your transactions.
4.5 Your compliance obligations
You are responsible for complying with all laws and card-network rules applicable to your collection of payments, including consumer-protection, tax, anti-money-laundering, and disclosure requirements, and for providing your End Customers with accurate pricing, billing, and refund terms.
5. Acceptable Use
You agree not to, and not to permit any Authorized User or third party to:
- use the Service in violation of any applicable law or third-party rights;
- use the Service to process payments for goods or services prohibited by the Payment Processor or applicable card-network rules;
- attempt to gain unauthorized access to the Service or its related systems, or probe, scan, or test the vulnerability of the Service;
- reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law;
- resell, sublicense, or make the Service available to third parties except as expressly permitted;
- interfere with or disrupt the integrity or performance of the Service, or introduce malicious code; or
- use the Service to transmit unlawful, infringing, deceptive, or harmful content.
We may suspend access without prior notice if we reasonably believe your use poses a security risk, may harm our systems or other customers, or violates law or this Section.
6. Customer Data and Privacy
6.1 Ownership
As between the parties, you retain all rights in and to Customer Data. You grant us a non-exclusive, worldwide license to host, process, and use Customer Data solely to provide, maintain, secure, and improve the Service and as otherwise permitted in these Terms.
6.2 Your responsibilities
You represent that you have all rights and consents necessary to submit Customer Data to the Service and to authorize our processing of it, including any personal data of your Authorized Users and End Customers.
6.3 Data protection
Where we process personal data on your behalf, we do so as a processor in accordance with our Data Processing Agreement (the “DPA”), which is incorporated into these Terms by reference and available on request. To the extent the EU/UK GDPR or comparable data-protection laws apply, the DPA governs the parties’ respective obligations, including any international transfers of personal data. Our Privacy Policy explains how we handle personal information, and our Cookie Policy explains our use of cookies.
6.4 Security
We maintain administrative, technical, and organizational measures designed to protect Customer Data appropriate to the nature of the data and the risks involved, consistent with our information-security program.
6.5 Aggregated data
We may generate and use anonymized and aggregated data derived from use of the Service (which does not identify you, any individual, or any End Customer) for analytics, benchmarking, and improving our products.
7. Intellectual Property
The Service, including all software, interfaces, content, and trademarks, is owned by AcceleratorApp and its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term for your internal business purposes. We reserve all rights not expressly granted. Any feedback you provide may be used by us without restriction or obligation to you.
8. Third-Party Services
The Service may integrate with or link to third-party services (including the Payment Processor). Your use of third-party services is governed by their terms, and we are not responsible for third-party services. We do not warrant and are not liable for the availability, accuracy, or performance of any third-party service.
9. Term and Termination
9.1 Term
These Terms begin when you first accept them and continue for as long as you have an active account or subscription.
9.2 Termination by you
You may cancel your Subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the then-current billing period; fees already paid are non-refundable except as required by law.
9.3 Termination by us
We may suspend or terminate your access if you materially breach these Terms and, where the breach is curable, fail to cure it within fifteen (15) days of notice; if required by law or by the Payment Processor; or if you fail to pay amounts due.
9.4 Effect of termination
On termination, your right to access the Service ends. We will make Customer Data available for export for thirty (30) days after termination, after which we may delete it in the ordinary course, subject to the DPA and legal-retention obligations. Termination does not relieve you of the obligation to pay amounts accrued before termination.
9.5 Survival
Sections that by their nature should survive termination (including Definitions, Fees accrued, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) survive.
10. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, AMOUNTS PROCESSED ON YOUR BEHALF AND REMITTED TO YOU OR YOUR END CUSTOMERS ARE NOT FEES PAID TO US.
12. Indemnification
You will defend, indemnify, and hold harmless AcceleratorApp and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and costs (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms or law; (b) Customer Data or content you submit; (c) your relationship with, or payments collected from, your End Customers, including refunds, chargebacks, and disputes; or (d) your breach of these Terms or of any Payment Processor or card-network rules.
13. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-product notice) before they take effect. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance. If you do not agree, you must stop using the Service.
14. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, and waive any objection to venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. General
15.1 Entire agreement
These Terms, together with any order, the DPA, and any policies referenced herein, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject, except a signed MSA covering the Service, which controls where it conflicts.
15.2 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
15.3 Force majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
15.4 Severability and waiver
If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of it.
15.5 Notices
Legal notices to us should be sent to [email protected]. We may give notice to you via the email associated with your account or through the Service.
15.6 Relationship
The parties are independent contractors. These Terms do not create a partnership, agency, or joint venture.