Terms of Service

These Terms of Service ("Terms") along with the rest of the Agreement (defined below) govern your access to and use of the Product and Services under the brand name ReoDotDev (collectively, the “Offerings”) provided by Devenue Inc., a company incorporated under the laws of Delaware, USA with its registered office at 838 Walker Rd., Suite 21-2, Dover, Delaware, 19904, County of Kent, USA (“Company”). If you are accessing or using the Offerings on behalf of an organization, you are agreeing to the Agreement for that organization and representing that you have the authority to bind that organization to the Agreement (in which case, "you" and "your" will refer to that organization).

You and the Company shall be referred to collectively, as the “Parties” and individually as a ”Party”

Please read these Terms carefully before using the Offerings . If you do not agree with any part of these Terms, you must not use the Offerings. Please note that your continued use of the Offerings constitutes your acceptance of these Terms and any changes thereto.

1. Ownership of the Offerings ‍
   1. You agree and acknowledge that the Company has the worldwide ownership of the software code, models, training methodology, process flows, products of training, proprietary technology, technical know-how, software tools, controls, designs, algorithms, analyses, class libraries, text, objects, documentation, and anything in relation to the Offerings and all the trademarks, copyright and any other Intellectual Property rights of any nature in the Offerings.
   2. Any rights not expressly granted herein, are reserved, and no license or right to use any trademark of the Company or any third party is otherwise granted to you in connection with the Offerings. 
   3. All goodwill arising out of use of the branding assets of the Company, in any jurisdiction, will enure to the sole benefit of The Company.
   4. If you would like to request permission to use such Intellectual Property for purposes other than your User related requirements, you may contact us in the manner provided for herein.
      

2. Your Use of the Offerings

1. Subject to execution and validity of a Work Order, and payment of the Fee, the Company grants to you a license to access and use the Offerings and the Documentation in accordance with the Terms, solely for your internal business purposes.

2. Notwithstanding anything to the contrary: (i) your right and license under this Section 2 is non-transferable, non-sublicensable and non-exclusive, (ii) all rights with respect to the Offerings that are not explicitly granted herein are reserved by the Company.

3. You may not be able to access or use the Offerings during: (a) planned downtime for upgrades and maintenance to the Offerings, of which we will use commercially reasonable efforts to notify you in advance; or (b) during any unavailability caused by circumstances beyond our reasonable control, such as, any events of force majeure.

3. Fees :

1. The Fees payable by you to the Company shall be specified in the Work Order. The modalities of the payment shall also be as per the Work Order. Unless specified to the contrary, all Fees are exclusive of all applicable taxes and other costs (including bank fees). All taxes and costs must be borne by you.

4. Restrictions:

1. Notwithstanding Section 2 above, you hereby agree not to do any of the following unless expressly permitted by the Terms or without prior written consent of the Company: (i) access non-public areas or tamper with the Company's systems or networks, or those of the Company’s service providers; (ii) attempt to breach, probe, scan, or test the vulnerability of any system or network of the Company or its service providers, or circumvent any of their security features; (iii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Product, or any server, computer, or database connected to the Product; (iv) use automated tools or mechanisms to access, search, or download content from the Product (including, without limitation, spiders, crawlers, or data mining tools); (v) attempt to decipher, decompile, disassemble, or reverse engineer the Product or any part thereof; (vi) sell, license, share, or otherwise convey or disclose any of the Offerings or Reports without the prior written consent of the Company; (vii) violate any  Applicable Law in connection with the Offerings; (viii) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Offerings, or expose the Company or its clients to any liability; (x) use the Offerings for any commercial purposes without having all necessary rights and licenses to do so; (xi) infringe the Intellectual Property rights of the Company or misappropriate the Intellectual Property and trade secrets of the Company; and (xii) encourage, assist or enable any other Person to do any of the foregoing.

5. User Data :

1. You hereby grant to the Company a worldwide, non-exclusive, irrevocable, perpetual and royalty-free to access, copy, use, transfer, download, and process the User Data to provide the Offerings to you. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.  

2. The Company may:

1. analyze User Data, including through the use of techniques such as machine learning, in order to provide, develop and improve the Offerings. 

2. use the User Data in order to grow, enrich and verify the output data by a process of combining User data collected from internal sources, such as registration forms with data collected from other internal sources or third-party external sources.

3. use, share, sublicense, display, copy, publish and distribute the User Data in aggregated, de-identified form for any purpose, in any medium.

3. You agree that any and all information derived from processing of the User Data shall be owned by the Company

6. Your Responsibility:

1. You must ensure that all information or data you receive from the Company or through the Offerings  is used, stored, accessed, and processed in accordance with Applicable Law. You will maintain and comply with a privacy policy that is prepared in accordance with the Applicable Law.

2. If you become aware of the presence of a Minor’s Personal Data in  the User Data, you provide to us for the use and access of the Offerings or any Report, you shall immediately inform the Company of the same.

3. You will use the Offerings in accordance with Applicable Law and for lawful purposes.

7. Personal Data

1. Personal Data that the Company collects from you and other Persons is stored and processed in accordance with our Privacy Policy. By using the Offerings, you consent to and agree with the Privacy Policy

2. Both Parties represent and warrant that they are and shall continue to be in compliance with the Applicable Law relating to Personal Data.

3. Both Parties agree to provide reasonable assistance to the other Party with regards to any data protection impact assessments or similar exercises that the Parties are required to conduct under the Applicable Law.

8.  Modification of Offerings

1. The Company is entitled to modify the Offerings from time to time at its sole and absolute discretion including by adding, deleting, or modifying features, tools, content, and/or any or all other aspects of the Offerings.

9. Marketing Rights

1. Use of Your Name and Logo. By entering into these Terms, you grant the Company the right to use your name, logo, and/or trademark for marketing and promotional purposes. This includes, without limitation, displaying your name and logo on the Company’s Website, marketing collateral, presentations, case studies, and other promotional materials, to identify you as a User of the Offerings.

2. Scope of Use. The Company agrees to use your name and logo in a manner consistent with your brand guidelines, as provided by you. In the absence of such guidelines, the Company will make reasonable efforts to ensure that your name and logo are used appropriately and respectfully.

3. No Endorsement. The use of your name and logo does not imply any endorsement of the Offerings by you, and the Company agrees not to suggest any such endorsement in its marketing materials.
   

10. Amendment of the Terms

1. These Terms may be amended, modified, and supplemented from time to time by the Company by posting the amended Terms to the Website. By using the Offerings after an update has been made and posted to the Website you will be deemed to have accepted the amended Terms.

2.  The last amendment date of these Terms shall be prominently displayed at the outset.
   

11. Representations and Warranties

1. Each Party represents and warrants to the other that: (i) the Terms have been duly executed and delivered and constitute a binding agreement enforceable against the executing Party; (ii) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of the Terms by the executing Party; and (iii) the execution, delivery, and performance of the Terms by the executing Party does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a Party or by which it is otherwise bound.

12. Confidentiality

1. Protection and Use of Confidential Information. The Receiving Party agrees to protect and preserve the Confidential Information as confidential, using at least a reasonable degree of care. The Receiving Party agrees not to use the Confidential Information for any purpose except to perform its obligations and to exercise its rights under these Terms.

2. Disclosure to Representatives. The Receiving Party may disclose the Confidential Information received to its directors, officers, employees, agents, advisors, or contractors (collectively, "Representatives"), provided that such Representative has a 'need to know' the Confidential Information for the performance of these Terms and such Representative is bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of these Terms by any of its Representatives.  

3. Non-Disclosure to Third Parties. The Receiving Party will not disclose the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party.

4. Legally Compelled Disclosure. If the Receiving Party is legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this provision; the Receiving Party shall also extend reasonable cooperation with the Disclosing Party in this regard. In any event, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required to be disclosed and will use commercially reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

13. Third Party Dependencies and Disclaimer

1. The Offerings are subject to third party dependencies that are beyond the control of the Company, these include the following: (i) the Offerings rely on third party sources of data, including information available in the public domain or otherwise generally accessible, therefore, the correctness of the User Data that is provided to you by the Company is limited by the information obtained from such third parties/ sources; (ii) the Offerings may utilize, and may allow you to utilize, infrastructure, solutions and services provided by third parties, therefore, the functionality, availability, and security of the Offerings are dependent on these third-party infrastructure, solutions and services; (iii) the Offerings is hosted on servers and data centres managed by third-party vendors, thereby making its continuous availability, integrity, and security reliant on these services.   

2. The Company disclaims all express or implied warranties relating to the Offerings, including without limitation, any representation or warranty pertaining to non-infringement, merchantability, accuracy, title, fitness for a particular purpose, and representations or warranties arising from course of dealing, usage, or trade practice. No responsibility is assumed by the company for third-party software, hardware, links, products, services, data, or technology, or for unauthorized access, alteration of your data, or breaches leading to data loss or corruption. The Offerings are provided "as is" and "as available", without assurance that it will meet your requirements, operate error-free or uninterrupted, or continue to be available. The Company makes no representations or warranty and does not provide any assurance regarding the correctness or quality of information provided by the Offerings. Reliance on, and use of, such data and information is at your risk.

14. Termination 

1. The Company may, in its sole discretion immediately suspend or terminate your User account and your access to the Offerings if you violate or otherwise fail to comply with these Terms. Upon any suspension or termination: (i) the Company may, subject to Applicable Law, retain or delete, in its sole discretion, any information or content that you previously submitted in relation to the Offerings; and (ii) you will not and not attempt to create another User account for accessing and using the Offerings without the written consent of the Company. 

2. You acknowledge and agree that the Company shall have no liability to you or any other Users of the Offerings in the event the Company takes any of the aforesaid actions.

3. Notwithstanding the termination of these Terms, you shall continue to be bound by these Terms in respect of your prior use of the Offerings and all matters connected with, relating to or arising from such use.

15. Indemnity

1. User Indemnification. The User shall indemnify the Company and its officers and directors, from and against liability for any claims based on: (i) use of the Offerings in violation of Applicable Law, this Agreement or Documentation; (ii) User’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Offerings or; (iii) the alleged infringement or misappropriation of third party Intellectual Property rights.
2. Company Indemnification. The Company shall indemnify the User and its officers and directors from and against liability for any third party claims as finally decided by a court of competent jurisdiction, based on (i) the Offerings infringing or misappropriating a United States patent or a copyright. The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) User’s use of Offerings in a modified, unauthorized or unintended form, or any customizations made by the User; (ii) User’s violation of this Agreement; or; (iii) User’s use of other than the most current, unaltered patch, update or upgrade to the Offerings made available by the Company, if such claim would have been avoided by User’s use of such patch, update or upgrade.
3. Process. The indemnified party shall promptly notify the indemnifying party of any claim within seven (7) days of receipt of notice of the same. The indemnifying party may: (i) use counsel of its choice; (ii) settle the claim as the indemnifying party deems appropriate; (iii) assume control of the defense and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the party against whom the claim is brought; and (iv) absolve the indemnified party of all liability with respect to the claim. The indemnified party shall provide the indemnifying party with necessary assistance in the defense (at indemnifying party’s expense).
4. The indemnity provided in this Section 15 shall be the sole and exclusive remedy available to the Parties with respect to the matters covered herein, and no Party shall be entitled to pursue any other claims, remedies, or damages in connection with such matters, whether under contract, tort, or any other legal theory.

16. Limitation of Liability

1. Notwithstanding anything to the contrary: (i) the aggregate liability of the Company for all claims made in relation to the Agreement shall not exceed the Fees paid by you to the Company in the preceding 6 (Six) months, and (ii) the Company shall not be liable to you (or to any Person claiming rights derived from your rights) or to any third party, in contract, tort or otherwise, for any special, indirect, remote, punitive, consequential or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, damage to, or loss of, any records or data due to any cause whatsoever, even if the Company has been advised of the possibility of such damages.

17. Notices

1. The Company shall send notices to you on the email address that you have registered with the Company. All notices to be sent to the Company must be sent to dataprivacy@reo.dev.

18. Governing Law, Jurisdiction and Dispute Resolution

1. Unless otherwise agreed, the Terms are governed by the laws of the State of Delaware, without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. All claims arising under this Terms will be litigated exclusively in the state and federal courts of Delaware, USA. The Parties submit to the jurisdiction in those courts.

2. With respect to any claim or dispute under these Terms, the Parties hereby irrevocably waive all right to trial by jury in any court in any action for the adjudication of any claim or dispute arising under these Terms .

3. You waive any right to assert any claims against the Company as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be unenforceable. To the extent you are permitted by law or court of law to proceed with a class or representative action against the Company, you agree that you: (i) shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action (notwithstanding any other provision in this agreement); and (ii) you will not submit a claim or otherwise participate in any recovery secured through the class or representative action.

4. Both Parties acknowledge and agree that in the event of a breach or threatened violation of either Party's Intellectual Property rights and/or any misuse of Confidential Information by the other Party, the aggrieved Party will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms. Either Party may, without waiving any other remedies under these Terms and under law, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect the irrespective Confidential Information and Intellectual Property.

19. Force Majeure

1. Neither Party will be liable for any delay or failure to perform as required by these Terms (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance. Such cause or condition include, but are not limited to, natural disasters, pathogen outbreaks, acts of God, acts of third parties, government actions, lockdowns, war or national emergency, acts of terrorism, labour disputes or restraints.

20. Relationship

1. Nothing in these Terms  shall give rise to any relationship of partnership, joint venture ,or profit sharing in the nature of partnership between the parties. No one other than a Party to these Terms shall have any right to enforce any of its terms.

21. Assignment

1. These Terms shall not be transferred or assigned by you without the Company’s prior written consent. The Company may assign or transfer these Terms to its affiliates or to one or more Persons in connection with a merger, acquisition, sale of business/undertaking, reorganization, or other change of control.

22. Entire Agreement

1. The Agreement, including any attachments, exhibits, or addenda, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, agreements, or understandings, whether written or oral, regarding the subject matter of the Terms. Neither Party has relied upon any such prior or contemporaneous communications.

23. Waiver

1. The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of these Terms  shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Terms. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature

24. Survival

1. Provisions of these Terms that ought to survive the expiry / termination of these Terms, shall survive, including without limitation: Section 4 (Restrictions), Section 3 (Fees), Section 6 (Your Responsibility),, Section 7 (Personal Data), Section 11 (Indemnity), Section 13 (Confidentiality), Section 14.2, Section 16 (Limitation of Liability) Section 17 (Notices) and Section 18, and (Governing Law, Jurisdiction and Dispute Resolution).

25. Severability 

1. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck from these Terms and the remaining provisions shall be enforced.

26. Definitions and Interpretation

1. Definitions. The following phrases shall have the meaning ascribed to them under this Section 26.1 of the Terms when their first letter is capitalized:

1. “Agreement” means and includes all legally binding documentation between you and the Company relating to the Offerings, including without limitation, these Terms, Work Orders, the Privacy Policy and Documentation.

2. "Applicable Law" refers to all applicable local, state, national, and international laws, rules, and regulations including, but not limited to, laws relating to data protection and privacy, intellectual property rights, export control, consumer protection, and unfair competition. This also includes any by-laws, proclamations, ordinances or regulations, rules, directives, and orders or other legislative measures of government, regulatory, judicial or legislative bodies that have the force of law.

3. “Confidential Information” means any proprietary and non-public information, or any information pertaining to the products, services, or operations of a Party (“Disclosing Party”) provided to or accessed by the other Party (“Receiving Party”). Confidential Information includes without limitation: (i) access keys, login credentials provided by the Disclosing Party (ii) technical or business information, past, present and future research, products (prototype or otherwise), sales and marketing techniques and plans, financial information, information related to customers, vendors, price lists, pricing policies, advertising strategies, information concerning the Disclosing Party’s employees; (iii) intellectual property whether registered, unregistered, pending registration, registrable or otherwise; and (iv) materials, drawings, specifications, techniques, models, data, manuals, documentation, processes, procedures, algorithms, equipment, know-how. Confidential Information does not include information which (a) is or becomes public knowledge without any breach of this Agreement by the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (d) is obtained by the Receiving Party from a third party.

4. “Disclosing Party” has the meaning ascribed to it in Section 13 of these Terms.

5. “Documentation” means all documentation (whether printed or in an electronic format) supplied or made available to you by the Company for use with or in support of the Offerings and any and all revisions, modifications, and updates thereof, including without limitation the documentation available at www.reo.dev.

6. “Fees” means all amounts to be paid by you to the Company in accordance with a validly executed Work Order.

7. “Intellectual Property” refers to any intangible assets and rights resulting from intellectual or creative endeavours, whether or not registered or registerable under the Applicable Law and includes without limitation, inventions, patents, trademarks, service marks, trade names, copyrights, moral rights, designs, trade secrets, know-how, confidential information, software, databases, domain names.

8. “Minor” means any individual below the legal age of consent under Applicable Law, but no younger than 18 (Eighteen) years of age, regardless of the Applicable Law.

9. “Person” means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person.

10. “Personal Data” means personal data or personal information or other similar terms as are defined under applicable data protection laws.

11. “Privacy Policy” means the Company’s Privacy Policy available at https://www.reo.dev/privacy-policy.
    

12. “Product” means all products, software, range of services, documents, material and intellectual property of the Company, including without limitation, the Website, the Services and the content therein.

13. “Receiving Party” has the meaning ascribed to it in Section.13 of these Terms.

14. "Reports” means the reports, documents, files etc., containing data, analysis, recommendations etc., generated by the Company from your use of the Service, regardless of the form or manner in which it is produced.

15. “Services” means those services agreed to be provided to you by the Company in the Work Order.

16. “User Data” means User contacts, tele-metrics, metrics, information, text, content and other materials that you upload, provide or otherwise transmit to or in connection with your use of the Product and Services, is owned by you.

17. “Website” means the Company’s website accessible at https://www.reo.dev/ 

18. “Work Order” means a document specifying the Services to be provided under this Agreement that is entered into between you and the Company, including any addenda and supplements thereto.‍
19. Interpretation. For avoidance of doubt, in the Terms: (i) references to the "Terms" include all amendments, additions and variations thereto;(ii) the headings and sub-headings are for convenience only and shall not affect the construction of the Terms; (iii) unless the context otherwise requires the singular shall include the plural and vice versa; (iv) the words "other" and "otherwise" are not to be construed ejusdem generis with any foregoing words, and whenever the words "include", "includes" or "including" are used in this Terms, they will be deemed to be followed by the words "without limitation"; (v) references to Sections are to sections of the Terms; (vi) any reference to a statute, statutory provision or other legislation includes: (a) any order, regulation, instrument or other subordinate legislation made under it; and (b) any amendment, extension, consolidation, re-enactment or replacement of it; and(vii) in the event of any conflict in the terms of your Work Order and these Terms, or any conflict between the Privacy Policy and these Terms, the Work Order and the Privacy Policy shall prevail.

27. If you should have any suggestions or questions regarding these Terms, please contact the Company at dataprivacy@reo.dev