Revail Agreement

General Terms and Conditions

General Terms and Conditions enter into force from the date of signup for an account on https://elatesoftware.com/, unless other effective date is agreed by the Parties in Client Agreement.

In case of discrepancy and differences in the General Terms and Conditions and the Client Agreement, the Client Agreement prevails.

Parties

Provider:  Eletasoftware LLC, a company incorporated and acting in accordance with the laws of the Republic of Belarus, registered address is 220073, Belarus, Minsk, Skryganova st. 14, registration number 192667554.

Product: Revail software – a set of web products and mobile apps: dispatch panel, mobile driver apps for iOS and Android, mobile client apps for iOS and Android, promo website and marketing package

Customer: any company who executes and signs the Client Agreement with the Provider.

Provider and Customer are jointly referred as the “Parties” and each separately as the “Party”.

1. Subject matter

1.1. The Provider is an owner of Revail software – a set of web products and mobile apps: dispatch panel, mobile driver apps for iOS and Android, mobile client apps for iOS and Android, promo website and marketing package.

1.2. The Provider provides services (performs work) for the development, modification, testing and technical support of software. The Provider develops and releases mobile booking apps for iOS and Android platforms, mobile driver apps for iOS and Android platforms under Customer’s brand and uploads them on Provider’s App Store and Google Play developer accounts (Initial Works) for the remuneration to be paid by Customer under the contract signed with Customer.

1.3. The Provider agrees to issue non-exclusive, non-sublicensable, non-assignable, and worldwide temporary license (License) and the Customer accepts the License to use the Service according to this Agreement within License Period for the remuneration.

1.4. The access to the Service is done remotely via Internet connection and web interface for web products, via App Store and Google Play for branded mobile apps.

 

1.5. The Customer is entailed to use the License and the Services in commercial or non-profit activities.

2. Territory and Licence Period

2.1. Territory of License application is all the countries in the world, unless otherwise specified in the Client Agreement.

2.2. The License validity period shall be a period within the validity period of the Agreement term which is determined in accordance with the paid term of the license.

2.3. The place of sale of Revail software is recognized as the state of the Customer's country (subparagraph 1.4 of article 117 of the Tax Code of the Republic of Belarus).

2.4. Validity of the license may be adjusted in the direction of increase or decrease depending on changes in the number of connected drivers. Recalculation takes place within 3 (three) business days from the date of receipt of the Customer's request. 

3. Duties of the parties

3.1. The Provider agrees to:

3.1.1. provide the following Initial Works to the Customer: develop and release branded booking and driver apps for iOS and Android mobile platforms with the Customer’s logo, icon, name and description and upload on the Provider’s App Store and Google Play accounts. Initial Works includes the following stages:

- to process the Customer's data, provided in the Customer's Questionnaire, which is filled in by the Customer and is accessible by the following link https://forms.gle/KeeL8mbLBs63wixS8;

- to provide the Customer with access to the Revail Application service (hereinafter referred to as the Application);

- to install and adapt the Application, in accordance with the Customer's requirements specified in the Customer's Questionnaire;

- to provide the Customer's employees with access to the instructions on set up and use of the Application.

Initial Work stages:

  1. The first stage includes:

-   collecting the Customer's company data for uploading to the Application system (corporate color scheme, name, license number, logos and other information specified in the Customer's Questionnaire). 

  1. The second stage includes:

-     collecting all the Customer's requirements to the developed Application interface to make a mockup and a prototype of the Application final configuration;

-      developing mockups of the final configuration of the Application prototype;

-     get the Customer's approval of mockups, provided that the Customer has the right to demand from the Contractor no more than 3 (three) alterations of one property (color, size, saturation, localization of objects etc.);

-      getting Customer's approval of the prototype of the Application final configuration via email.

  1. The third stage includes:

-       publishing the Application in Apple store and Google play;

-       setting up and placing the Application on servers;

-       Application domain and SSL transfering;

-     providing Customer's employees with access to the instructions on the set up and use of the Application.

d) The total time period for Initial Works performance is 40 (forty) business days. The total time period for work performance doesn't include the time needed for approval of the Customer. Deadlines for the completion of Initial Works:

  • the first stage – 10 (ten) business days from the moment the Customer provides all the necessary information materials;
  • the second stage – 10 (ten) business days from the date of acceptance of the first stage. The time period for this stage completion can be increased if necessary, by prior agreement with the Customer;
  • the third stage – 20 (twenty) business days from the date of acceptance of the second stage. The time period for this stage completion can be increased if necessary, by prior agreement with the Customer.

3.1.2. The Provider shall issue the License within 3 (three) business days after the Customer has approved and accepted the Initial Work via email;

3.1.3. receive Customer's requests to eliminate defects in the Application operation, and no later than within 3 (three) business days send a written response to the Customer's email address indicating the timeframe for these defects elimination;

3.1.4. ensure nondisclosure of confidential information received from the Customer;

3.1.5. ensure that the Customer branded apps are operating exclusively with Customer companies within the operational area of these companies;

3.1.6. support the Service and ensure the maximum availability any times including terms planned system upgrade and urgent system update works (during the system update, there may be interruptions in access to the app); In case of technical unavailability of the Service for more than 24 hours the Provider may provide the Customer with the License fee discount for the relevant period (but no more than 15%) upon the Customer’s request. In no event will the Provider have any liability arising out of or related to the temporary unavailability of the Services for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages;

3.1.7. If the unavailability of the Service lasts more than 14 (fourteen) business days, the Customer has the right to terminate the Agreement unilaterally;

3.1.8. provide the Customer with the License to use the Service under the terms prescribed in the Agreement.

3.2. The Provider has a right to suspend the License and Customer’s access to the Service if Customer fails to pay for the next period according to this Agreement and payment terms or breaches of any provision of this Agreement.

3.2.1. The Provider is entitled to unilaterally suspend the License and Customer's access to the Service if the Customer does not fulfill requirements for licensing or receipt of other required permits (approvals) for lawful use of the Service and its functionality in the respective country, where the Service is used or planned to be used, in accordance with the requirements of applicable law (if such licenses or permits (approvals) are required).

3.2.2. In the event of the occurrence of the circumstances specified in clause 3.2.1, the Provider may also instead of suspending (i.e. initially) or later after the initial decision to suspend the License and Customer's access to the Service, unilaterally at any time terminate the Agreement in out-of-court settlement order. In this case the Agreement is considered terminated from the moment of sending the notification by the Provider, unless the Provider sets a different date in the notification. Provider returns to the Customer the paid amount of the remuneration for the License in the amount proportional to the unused period actually paid License to the date of such termination and only at the request of the Customer, which can be declared within 2 months from the date of termination on this basis. Other payments, fees and expenses are not refundable, unless otherwise specified by the Provider. At the same time, the amount of the sum to be returned to the Customer may be reduced by the Provider proportionally if there is an outstanding balance to the Provider for any reason, including remuneration for Initial and additional works, remuneration for the License for previous periods, the amount of counterclaims, commissions and other fees and payments stipulated by the Agreement or the Client Agreement.

3.3. The Customer agrees:

3.3.1. not to break the consistency of the system, do not copy the Service or any of its parts, do not decompile or disassemble any of the parts of the Service and/or mobile apps;

3.3.2. not to impersonate Revail brand and act as a Provider’s representative or reseller, unless a separate reseller agreement has been signed;

3.3.3. to check legitimacy of drivers/subcontractors/service providers upon signup;

3.3.4. to be the point of contact for drivers/subcontractors/service providers, educate them and help to get started;

3.3.5. not to disclose to the third parties the terms of this Agreement and any Confidential Information;

3.3.6. to provide the Provider with all the necessary information materials, by sending them to the address of the Provider customers@revail.app.

3.4. The Customer shall not use the Service in any way that causes, or may cause, damage or impairment of the availability or accessibility of the Service or any of its parts.

3.5. The Provider grants a right to the Customer to use the Service in any way that is not forbidden by the law.

4. Change requests

4.1. The Provider can accept change requests from the Customer for customization development. The development will be billed on a price-list with 50% prepayment. The Provider keeps a right to decline any customization request if it doesn’t align with the product line or due to any other reason.

4.2. The developed part by no means is developed exclusively for the Customer and becomes available as a general part of the Service to all users.

5. Ownership, IP rights and data

5.1. The Customer does not get any ownership or IP rights of any parts of the App, including branded apps and parts developed according to the Customer’s change requests. The original IP rights owner keeps the full ownership of the intellectual property rights on the branded apps and all additional developed parts of the App.

5.2. Branding of the App with the logo and the name of the Customer's company is terminated after the term of payment under the Agreement, after which the Provider is not entitled to use the App with the logo and name of the Customer's company.

5.3. The Customer keeps an ownership of any data that is uploaded by the Customer to the App or generated by the Customer, Customer’s client (passenger or Customer service user), driver/subcontractor/service provider working for the Customer within the App.

5.4. By uploading any content to the App the Customer confirms the original ownership of the content or availability of the proper license for that content.

5.5. The Customer grants a right to use any uploaded or generated data in raw, anonymized or aggregated format to the Provider and any of trusted third parties for internal use by employees or automated systems for the Service needs or for any business needs the Provider or trusted third party might have.

5.6. The Customer grants a right to the Provider and any of trusted third parties to use with no limit, sell and publicly share an aggregated and/or anonymised Customer’s data. The Provider cannot share or sell not anonymised Customer’s data publicly or to untrusted third parties.

5.7. The Provider cannot be held liable for misuse of Customer’s data by a trusted third party that has access to the data.

5.8. The Provider keeps an ownership of any data that has been created in the result of analysis or other actions with the Customer’s data.

5.9. The Provider grants a right to Customer to use analytical data available via Dispatch Panel interface in the Service.

5.10. The Customer has access to raw data via Dispatch Panel interface in a form of reports.

5.11. Customer is agreed to and bound by the Google Maps/Google Earth Additional Terms of Service (https://maps.google.com/help/terms_maps.html) (including the Google Privacy Policy - https://www.google.com/intl/ALL/policies/privacy/index.html)

5.12. Customer and Google agree to the Google Maps Controller-Controller Data Protection Terms at https://privacy.google.com/businesses/mapscontrollerterms/

6. License Fee and payment terms

6.1. Initial Works, e.g. development and release of branded booking and driver apps require a one-time payment stated in Client Agreement. The Initial Works start after the prepayment amount has been received by the Provider in full.

6.2. The License is granted on a recurring basis with a duration corresponding to the custom period that is available for the Customer in the Provider’s price-list. The Customer can take advantage of a personal discount according to a special offer from the Provider. 

6.3. The payment should be done by wire transfer. The Provider can use the third company for receipt of payments. 

6.4. The amount of license payment is calculated automatically by the Provider’s sales manager according to the selected tariff plan. Payment is made for each connected driver.

6.5. The recurring payment is taken upfront for the next billing cycle.

6.6. Additional services are requested by Customer by sending a letter to the official Provider's email. Purchase order of additional work is confirmed by the Provider by signing an additional Client Agreement.

6.7. In case of delay of payment, the Customer is obliged to pay an extra fee (penalty) of 0.5% of the total outstanding amount for every day of delay.

6.8. The Customer has 8 (eight) calendar days to cover the outstanding balance. If the outstanding balance is not covered the Provider will suspend the account and License until the negative balance is covered.

6.9. All prices and fees are indicated without VAT. All fees, taxes and other expenses related to the conclusion and execution of the Agreement charged in the territory of the Customer shall be borne by the Customer. All fees, taxes and other expenses related to the conclusion and execution of the Agreement charged in the territory of the Provider shall be borne by the Provider.

6.10. The Customer at his own expense will pay bank charges and other charges related to the execution of the Agreement.

7. Paperwork procedure

7.1. The Provider may in his own discretion generate the deeds of acceptance of services delivered (Deeds) for additional works and if required for License and other fee in PDF-format and sends it to the Customer to the email, specified by the Customer. The Deed contains the information on services delivered by the Provider and shall be certified by the seal (if applicable) and signed by the Provider’s authorized person. The Deed also could be passed to the Customer’s authorized person in person or by the registered mail upon request.

7.2. If the Provider sent the Deed to the Customer, the Customer shall apply this clause. Should there be no any motivated objections to the Deed from the Customer within ten (10) business days after receiving the Deed, the Deed shall be deemed to be accepted by the Customer in full. The date of receipt of the Deed is considered the date of its sending / transferring by the Provider to the Customer. In case the Customer evade or avoid signing the Deed (the Provider does not receive the signed Deed within thirty (30) days from its sending) the Deed is considered to be signed by the Customer and the Provider is entitled to sign the Deed unilaterally after expiry objection period.

8. Payment processing

8.1. As a part of the App the Customer has a possibility to accept account payments or corporate card payments from clients and drivers/subcontractors/service providers via branded booking and driver applications. In order to do so the Customer has to become a merchant with one of the supported gateway providers. The list of supported gateways providers is available by request from the Provider support.

8.2. By no means the Provider guarantees that the Customer will get a merchant account with supported payment gateways. It is the Customer’s responsibility to get validated as a merchant with any of supported payment gateways and it is up to the gateway to decide whether to register the Customer as a merchant.

8.3. The Provider does not store any sensitive credit/debit card data on any of Provider’s servers or databases. All credit/debit card data is stored securely by processing gateway and the Provider does not have access to that data directly. The Provider securely stores a token of card issued by the processing gateway in order to be able to charge that card later according to the Customer’s terms. The Provider securely stores part of card details that is allowed to be kept according to PCI DSS rules without a compliance level.

8.4. The Provider does not impose any additional charges on credit/debit card processing or account payment processing. All charges are imposed by processing the gateway directly according to the merchant agreement with the Customer.

9. Agreement termination

9.1. The Agreement takes effect upon signature of the Client Agreement by both Parties with the further exchange of an electronic copy via email. 

9.2. The Provider has the right to unilaterally terminate the Agreement in out-of-court settlement order if the Customer doesn’t cover the outstanding balance within 30 (thirty) calendar days. 

9.3. The Provider also has the right to unilaterally terminate the Agreement in out-of-court settlement order in accordance with the procedure set out in clause 3.2.2. of the Agreement.

10. Liabilities of the parties

10.1. The Provider is considered a technical provider of technical solution and shall in no way be bound or responsible for the transportation or any other service provided by driver/subcontractor/service provider registered by the Customer. The Customer is the one responsible by default for the service provided by Customer’s drivers/subcontractors/service providers, if Customer has not agreed on other terms with a third party transportation company or individual entrepreneur (driver, owner, etc.) by the means of written and signed agreement.

10.2. The Provider cannot be held liable for any copyright infringement or other violations related to the content uploaded by the Customer to the Service. The Customer is solely responsible for any content uploaded by users of customer branded booking and driver apps and other online tools that are part of the Service.

10.3. The Provider cannot be held liable for any losses or damages appeared as a result of unlawful access of third parties to the Customer’s email accounts, computers, Customer’s users’ accounts and/or computers or any deliberate unlawful actions of third parties targeted to perpetrate and access and availability of the Service.

10.4. The Provider cannot be held liable for any losses or damages appeared as a result of damages or failures of electric grids, network connections or hardware necessary for access and availability of the Service, including such grids, connections and hardware in third party data center facilities.

10.5. In no event shall the aggregate liability of the Provider with all of its affiliates arising out of or related to this Agreement exceed the total amount paid by the Customer hereunder for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in the Agreement or tort and regardless of the theory of liability, but will not limit the Customer’s payment obligations under the “License fee and payment terms” section above.

10.6. In no event will either Party or its affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party have been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

11. Applicable law. Dispute resolution

11.1. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the Republic of Belarus, without giving effect to conflict of law provision or rule.

11.2. Any dispute, controversy or claim that may arise out of the Agreement or in connection therewith, including those associated with the change, termination, execution, invalidity or interpretation thereof, shall be referred to the International Arbitration Court of the BelCCI for consideration in accordance with the regulations thereof.

11.3. The Parties agreed to compulsory complaint procedure. The Party whose interests have been violated, sends a claim to the other Party, which is considered duly submitted if it is sent from the official email address of the Party to the official email address of the other Party. The time period given to respond to a claim is 10 (ten) business days.

12. Confidentiality

12.1. The Parties undertake the obligations to keep the confidentiality of the terms of Agreement, the technical documentation, source files and the Confidential Information received from the Provider.

12.2. Each Party agrees to keep all Confidential Information of the other Party separate from its own documents in a safe and secure place. The Parties shall use all commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure.

12.3. The obligations on keeping the Confidential Information will remain in force within 3 (three) years after the termination of the Agreement.

13. Other conditions

13.1. The Provider may change the General Terms and Conditions unilaterally for any reason. The Provider publishes changes and additions or new versions of the Agreement at at www.elatesoftware.com/.

13.2. The Parties admit the legal force of documents and information transferred via electronic means of communication: e-mail, Skype, messengers, etc. The Parties agree equal legal force of all signature types: single handed, electronic digital signature and facsimile (mechanically rendered using a cliché) on the additional agreements hereto, as well as on all other documents which are significant for the Agreement execution, conclusion, or termination.

13.3. Any notification between the Parties is inappropriate unless it is made in writing. Communication via emails are regarded as “in writing”. The term “in writing” includes e-mail, Skype and other messengers.

13.4. The electronic mail (message) is deemed to be received by the Party unless within 1 (one) business day the sending Party receives the notice that the mail (message) has not been delivered.

13.5. The Parties undertake to inform each other in writing about changes made to their legal details, address, e-mail, phone number for sending notifications and other documents not later than 3 (three) calendar days from the moment of making such changes.

13.6. If the Party fails to inform another Party of the e-mail address or phone number changed, the former e-mail addresses and phone numbers are deemed to be appropriate. At the same time sending an email (message) to the former e-mail address (phone number) is deemed appropriate, and this email (message) is deemed delivered.

13.7. The Agreement is published in several languages. In case of discrepancy between language versions the English version of this agreement shall prevail.

13.8. If any provision or part of this Agreement is adjudged to be illegal or unenforceable by a court of competent jurisdiction or other competent authority, it will be enforced to the maximum extent legally permissible, and the legality and enforceability of the other provisions of this Agreement will remain in full force and effect.