Terms of Service

Welcome to Revenuity! These Terms of Service ("Terms") govern your access to and use of the services ("Services") provided by Revenuity, a brand of Spontaneous Clouds Solutions Lda. ("Revenuity", "we", "us", or "our"). By purchasing or using our Services, you ("Client", "you") agree to be bound by these Terms. Please read them carefully.

1. Introduction and Acceptance

These Terms constitute a legally binding agreement between you and Revenuity. By accessing, purchasing, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our Services. We reserve the right to update or modify these Terms at any time, as outlined in Section 14.

2. Description of Services

Revenuity specializes in "Revenue Recovery" for e-commerce businesses. This involves a combination of Conversion Rate Optimization (CRO) to increase the percentage of website visitors who make a purchase, Average Order Value (AOV) enhancement to increase the amount spent per transaction, and Retention Marketing techniques to encourage repeat purchases and improve customer lifetime value. Our Services aim to grow your bottom line, primarily by optimizing your existing website traffic and customer base, rather than solely relying on increased advertising spend.

Services are generally delivered in two forms:

• Audit Services: One-time, in-depth analyses of your e-commerce store, resulting in an actionable implementation plan with recommendations, mockups, and data-backed insights.
• Continuous Support Services: Ongoing, "done-for-you" services where Revenuity actively implements and manages CRO and retention strategies on a monthly subscription basis.

2.1. Audit Services

Our Audit Services provide a detailed analysis of your e-commerce store and deliver specific, actionable recommendations. All audits culminate in a comprehensive report and a presentation of findings. Unless engaged in our Continuous Support Services, the Client is responsible for implementing the recommendations provided in the audit report.

2.1.1. Quick Wins Audit

Price: $599 (one-time payment).

Delivery Timeline: The final report and video presentation will be delivered within fourteen (14) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

If you opt for the 'Fast Track Quick Wins Audit' for $199, you will receive the final report and video presentation within eight (8) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

Scope: This audit is designed for smaller e-commerce stores seeking focused, high-impact improvements. It identifies the top conversion barriers and provides clear, actionable steps to address them.

Deliverables:

• A focused audit report detailing identified conversion barriers.
• Ten (10) high-impact recommendations tailored to improve your store's performance, including rationale, data/science backing, examples, relevance, and implementation guidance when available/applicable.
• Basic Analytics Review: A review of your existing analytics data focusing on key pages and events to understand user volume and conversion funnels. This does not include the setup of new analytics tracking or improvements to your current analytics configuration.
• Basic Audit of Key Pages: A review of essential pages (e.g., Homepage, Product Listing Pages, Product Detail Pages, Cart, Checkout) to identify immediate opportunities for AOV or CRO-focused improvements.
• Basic Review of Key Emails: A review of critical transactional and marketing emails (e.g., Order Confirmation, Account Registration, Abandoned Cart Recovery, Order Shipped) for AOV or CRO enhancement opportunities.
• A thirty (30) minute video presentation summarizing the findings, key insights, primary recommendations, and suggested next steps. This video will be provided to you for on-demand viewing.

2.1.2. Growth Accelerator Audit

Price: $2,000 (one-time payment).

Delivery Timeline: The final report and meeting will be scheduled/delivered within twenty (20) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

If you opt for the 'Fast Track Growth Accelerator Audit' for $600, you will receive the final report and meeting within ten (10) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

Scope: Our most popular audit, providing a comprehensive analysis of your entire customer journey to identify and address revenue leaks, with step-by-step implementation guidance.

Deliverables:

• A comprehensive audit report.
• Twenty (20) strategic recommendations for store improvement, tailored to improve your store's performance, including rationale, data/science backing, examples, relevance, and implementation guidance when available/applicable.
• Detailed Analytics Review: An in-depth analysis of your current analytics setup to understand user funnels, identify key drop-off points, and other performance indicators. This does not include the setup of new analytics tracking or implementation of improvements to your current analytics configuration.
• High-Level Analytics Improvements Recommendations: Suggestions on how your current analytics setup could be improved for more effective data capture and actionable insights. This does not include the setup or implementation of these improvements.
• Comprehensive Audit of Key Pages: An extensive review of essential pages (i.e. Home, Product Listing, Product Detail, Cart, Checkout) for AOV or CRO opportunities.
• Complete Review of Key Emails: A thorough review of transactional and marketing emails (i.e. Order Confirmation, Account Registration, Abandoned Cart Recovery, Order Shipped) for AOV or CRO improvements.
• Review of up to two (2) Existing Email Sequences: Analysis of selected email automation sequences (e.g., post-purchase, customer reactivation) with recommendations for improvement, or suggestions for new sequences to implement. This does not include copywriting services or the production of the actual emails.
• Up to two (2) Key Section Mockups: Low-fidelity visual redesigns of selected website sections (e.g., product page above-the-fold, navigation menu, shopping cart) to demonstrate proposed AOV/CRO improvements.
• A sixty (60) minute final meeting (virtual) to discuss the audit findings, recommendations, and answer any questions. This meeting will be recorded and the recording shared with you for on-demand viewing.

2.1.3. Revenue Maximizer Audit

Price: $5,000 (one-time payment).

Delivery Timeline: The final report and meeting will be scheduled/delivered within thirty (30) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

If you opt for the 'Fast Track Revenue Maximizer Audit' for $1,000, you will receive the final report and meeting within twenty (20) calendar days of Revenuity receiving all necessary information and access credentials from the Client.

Scope: A comprehensive analysis and custom strategy development service for established e-commerce stores ready for significant scaling. Includes a personalized implementation plan and premium support throughout the audit process.

Deliverables:

• An in-depth audit report.
• Thirty (30) or more custom recommendations, tailored to improve your store's performance, including rationale, data/science backing, examples, relevance, and implementation guidance when available/applicable.
• Comprehensive Analytics Review: Thorough analysis of your current analytics setup. No setup of analytics or improvement to current setup.
• Analytics Improvements Recommendations: Specific, actionable recommendations on how to improve your current analytics setup for optimal data capture and insight generation (if applicable). This does not include the setup or implementation of these improvements.
• User Behaviour Analysis: Review of user behavior data (e.g., session recordings, heatmaps) to identify AOV/CRO opportunities. This includes temporary setup of necessary user behavior analysis tools if not already in place, for the duration of the audit.
• Complete Audit of Your Entire Site: A full analysis of your website/store, with a focus on pages identified by you as important, but covering the overall user experience and conversion pathways.
• Complete Review of Key Emails and Email Strategy. Review of transactional and marketing emails (i.e. Order Confirmation, Account Registration, Abandoned Cart Recovery, Order Shipped) for AOV or CRO improvements.
• Suggestions on Customer Segmentations: Review of your current customer segmentation strategy (if any) and provision of recommendations for improvement or new segmentation strategies.
• Review/Setup Strategy for up to three (3) Email Sequences: In-depth review of existing sequences or strategic planning for new ones, including recommendations for structure and copy (copy provided in English only). No production of the actual emails.
• A/B Test Recommendations: Detailed guidance on how to implement A/B tests for up to ten (10) of the proposed changes to measure their impact.
• Up to three (3) Key Section Mockups. Low-fidelity visual redesigns of selected website sections (e.g., product page above-the-fold, navigation menu, shopping cart) to demonstrate proposed AOV/CRO improvements.
• A thirty (30) minute initial kickstart meeting (virtual) to understand your business, objectives, and define key focus areas for the audit.
• A sixty (60) minute final meeting (virtual) to present and discuss findings, recommendations, and next steps. This meeting will be recorded and shared.

2.2. Continuous Support Services

Our Continuous Support Services offer ongoing, hands-on assistance with the implementation and management of CRO and retention marketing strategies. These services are provided on a monthly subscription basis. The Client may cancel Continuous Support Services at any time by providing Revenuity with at least thirty (30) days' written notice prior to the next monthly billing date. Implementation of recommended changes and ongoing optimizations are managed by Revenuity as part of these packages.

When you have developers or other resources available to implement the recommendations that require technical development, we will provide you with a detailed implementation plan and ongoing support to ensure successful execution. If you do not have the resources to implement the recommendations, we can do the implementation ourselves - limited to Shopify or Woocommerce and to up to 10 hours of work per month.

2.2.1. Growth Accelerator Support

Price: $5,000 per month.

Scope: An essential partnership for stores committed to continuous optimization of CRO and receiving active support in retention marketing efforts.

Includes:

• One (1) Growth Accelerator Audit (as described in Section 2.1.2) provided free of charge (a $2,000 value) at the commencement of the engagement, following the first month's payment.
• Monthly A/B testing: Design, implementation, and monitoring of up to two (2) concurrent high-impact A/B tests on your website.
• Email sequence setup and ongoing optimization: Development/refinement and management of key email automation sequences (e.g., welcome series, abandoned cart, post-purchase). Copywriting is provided in English only.
• Analytics setup and ongoing improvements: Configuration and continuous refinement of analytics tracking to measure key performance indicators and the impact of our efforts.
• Bi-weekly data review and strategy adjustments: Regular analysis of performance data with recommendations and implementation of necessary adjustments to strategies.
• Support response time: Any questions or requests will be addressed within 48 business hours.
• Monthly strategy call (virtual) to discuss performance, ongoing activities, and future plans.
• Access to Revenuity's proprietary library of CRO Best Practices and resources.
• Monthly Performance Dashboard detailing activities undertaken and key results.

2.2.2. Growth Maximizer Support

Price: $10,000 per month.

Scope: Comprehensive, hands-on support and strategic partnership for established stores looking to maximize their revenue through intensive CRO and retention marketing activities.

Includes:

• One (1) Revenue Maximizer Audit (as described in Section 2.1.3) provided free of charge (a $5,000 value) at the commencement of the engagement, following the first month's payment.
• Monthly A/B testing: Design, implementation, and monitoring of up to three (3) concurrent A/B tests on your website.
• Email sequence setup and ongoing optimization (as in Growth Accelerator Support).
• Two (2) monthly 'campaign' emails: Conceptualization, copywriting (English only), design, and scheduling of two distinct promotional or engagement-focused email campaigns per month.
• Analytics setup and ongoing improvements (as in Growth Accelerator Support).
• Bi-weekly data review and strategy adjustments (as in Growth Accelerator Support).
• Dedicated point of contact with support response time within 24 business hours.
• Monthly strategy call (virtual).
• Additional ad-hoc check-in calls as needed to discuss urgent matters or strategic shifts.
• Access to Revenuity's proprietary library of CRO Best Practices and resources.
• Monthly Performance Dashboard detailing activities undertaken and key results.

Continuous Support Guarantee: For both Growth Accelerator Support and Growth Maximizer Support packages, if Revenuity does not identify opportunities projected to be worth at least three times (3x) your monthly investment within the first sixty (60) calendar days of the continuous support engagement (this 60-day period begins after the completion and delivery of the initial free audit included in the package), your subsequent month of service will be provided free of charge. The valuation of identified opportunities will be based on reasonable, industry-standard forecasting methods and data available from your analytics, focusing on potential uplift in conversion rates, Average Order Value (AOV), and customer lifetime value (CLV) directly attributable to Revenuity's recommendations and implemented changes.

3. Engagement Process

3.1. Initial Consultation: Prospective Clients may book a free introductory call via our website to discuss their business needs, goals, and how Revenuity's Services may be of assistance. For certain Services (e.g., Revenue Maximizer Audit), a more detailed kickstart call is included post-purchase to align on specific objectives and priorities.

3.2. Information and Access Requirements: To effectively perform the Services, the Client agrees to provide Revenuity with timely and unrestricted access to necessary platforms, data, and information. This typically includes, but is not limited to:

• Access to website analytics platforms (e.g., Google Analytics, Adobe Analytics).
• Administrative or appropriate user-level access to the e-commerce platform backend (e.g., Shopify, WooCommerce, Magento, BigCommerce).
• Access to email marketing platforms and any other relevant marketing automation tools.
• Access to any existing user behavior tools (e.g., heatmaps, session recording software) or consent for Revenuity to temporarily install such tools.
• Completion of a comprehensive questionnaire regarding business objectives, target audience demographics and psychographics, current marketing efforts, past optimization attempts, and specific challenges.
• Brand guidelines, style guides, and any relevant marketing materials.

Failure on the part of the Client to provide necessary access or information in a timely manner may result in delays in Service delivery. Revenuity shall not be held responsible for such delays. All access credentials provided will be handled with strict confidentiality as per Section 8.

4. Client Responsibilities

In addition to providing information and access as outlined in Section 3.2, the Client agrees to:

• Appoint a primary contact person authorized to make decisions and provide approvals on behalf of the Client.
• Review deliverables (e.g., audit reports, mockups, strategic recommendations, A/B test plans) and provide constructive feedback, clarification, or approval within a reasonable timeframe, typically within five (5) business days, unless otherwise agreed.
• If opting for Audit Services only (i.e., not engaging Continuous Support), the Client is solely responsible for the accurate and effective implementation of Revenuity's recommendations and any outcomes thereof. Revenuity provides detailed guidance, but the execution and subsequent performance rest with the Client.
• Ensure that all content, branding assets, product information, and other materials provided to Revenuity for use in the Services are accurate, complete, and do not infringe upon the intellectual property rights, privacy rights, or any other rights of third parties, and comply with all applicable laws and regulations.
• Maintain the necessary technical infrastructure, website functionality, and e-commerce platform stability required for the effective delivery of Services and implementation of A/B tests or other changes.
• Inform Revenuity of any significant changes to their website, marketing strategies, or business operations that may impact the Services.

5. Payment Terms

5.1. Audit Services: Fees for all Audit Services (Quick Wins, Growth Accelerator, Revenue Maximizer) are one-time payments and are due in full prior to the commencement of any work. Payments are processed via Stripe through secure payment links provided on the Revenuity website or invoiced directly.

5.2. Continuous Support Services: Fees for Continuous Support Services (Growth Accelerator Support, Growth Maximizer Support) are billed monthly in advance. The first month's payment is due prior to the commencement of the initial audit that is included as part of the package. Subsequent monthly payments will be automatically charged to the Client's payment method on file on the anniversary date of the initial payment each month, unless otherwise agreed in writing.

5.3. Late Payments: For Continuous Support Services, if a monthly payment is not successfully processed within seven (7) calendar days of the due date, Revenuity reserves the right to suspend all Services until the outstanding payment is received in full. Late payments may incur an interest charge at a rate of 1.5% per month (or the maximum rate permitted by Portuguese law, whichever is lower) on the overdue amount, calculated daily.

5.4. Taxes: All fees quoted are exclusive of Value Added Tax (VAT) and any other applicable taxes or levies. Such taxes will be added to the Client's invoice as required by law, based on the Client's location and tax status.

5.5. No Refunds: Except as explicitly stated in the Guarantees section (Section 9), all fees paid are non-refundable. This includes fees for Audit Services once work has commenced and fees for Continuous Support Services for the current billing period if cancellation notice is not provided as per Section 10.2.

6. Delivery of Services

6.1. Audit Deliverables: Audit deliverables, including reports, mockups, and presentations/meetings, will be provided electronically (e.g., via email, shared drives, video conferencing) within the timelines specified for each audit package (see Section 2.1). These timelines are contingent upon the Client's timely provision of all necessary information and access as outlined in Section 3.2.

6.2. Continuous Support Deliverables & Implementation: For Continuous Support Services, deliverables include ongoing A/B testing design and implementation, email sequence development and management, analytics configuration and reporting, regular data reviews, strategic consultations, and performance dashboards, as detailed in Section 2.2. Implementation of agreed-upon changes will be managed by Revenuity. Timelines for specific tasks (e.g., A/B test launch, email sequence deployment) will be communicated and agreed upon with the Client based on complexity and required resources. Client approval may be required for certain implementations.

6.3. Communication Protocols: Regular communication will be maintained through agreed-upon channels, which may include email, scheduled video calls (e.g., monthly strategy calls, bi-weekly reviews), and project management tools where applicable. Support response times are specified within each Continuous Support package description (Section 2.2).

7. Intellectual Property

7.1. Client Materials: The Client shall retain all pre-existing intellectual property rights to their trademarks, logos, website content, product information, customer data, and any other materials provided to Revenuity for the purpose of performing the Services ("Client Materials"). The Client grants Revenuity a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify Client Materials solely to the extent necessary to perform the Services.

7.2. Revenuity Pre-existing IP: Revenuity shall retain all intellectual property rights in and to its proprietary methodologies, software, tools, know-how, research data, templates (including the "library of CRO Best Practices"), and any other materials developed or owned by Revenuity prior to or independently of this Agreement ("Revenuity IP").

7.3. Deliverables Ownership: Upon full and final payment by the Client for the Services which generated them, the Client will own the specific, customized deliverables created by Revenuity exclusively for the Client as part of the Services (e.g., final audit reports, custom-designed mockups specifically for the Client's website, unique email copy written for the Client's campaigns) ("Custom Deliverables"). To the extent that Revenuity IP is incorporated into any Custom Deliverables, Revenuity grants the Client a non-exclusive, non-transferable, royalty-free, perpetual license to use such Revenuity IP solely as part of the Custom Deliverables for the Client's internal business purposes. Revenuity retains the right to use anonymized data and insights gained from performing the Services for its internal research, development, and for enhancing its general service offerings. Revenuity may also use generic elements of the deliverables and case studies (with Client's prior approval for identifiable information) for its portfolio and marketing purposes, provided any Client Confidential Information is removed or anonymized.

8. Confidentiality

8.1. Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, Client Materials (such as customer data, sales figures, business plans), Revenuity IP, the terms of this Agreement, unpublished audit findings, and strategic recommendations prior to public disclosure by the Client.

8.2. Obligations: The Receiving Party agrees to: (i) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (iii) protect Confidential Information from unauthorized use or disclosure using the same degree of care it uses to protect its own similar information, but in no event less than reasonable care.

8.3. Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without restriction and without breach of any confidentiality obligation.

8.4. Compelled Disclosure: If the Receiving Party is compelled by law or a governmental order to disclose Confidential Information, it shall provide the Disclosing Party with prompt prior notice (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy. This Section 8 shall survive the termination or expiration of this Agreement.

9. Guarantees and Warranties

9.1. Service Performance Warranty: Revenuity warrants that all Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. Our Services are designed to identify revenue improvement opportunities and provide data-backed strategies. However, due to the multitude of factors influencing e-commerce performance that are beyond our direct control (including but not limited to market conditions, product viability, pricing strategies, overall business execution by the Client, and competitive landscape), Revenuity cannot and does not guarantee specific revenue increases, conversion rate targets, or other specific business outcomes.

9.2. Audit Satisfaction Guarantee: For one-time Audit Services, Revenuity offers a satisfaction guarantee. If, upon reviewing the final audit report, the Client genuinely believes that the recommendations provided do not offer valuable insights or actionable strategies relevant to their business, the Client must notify Revenuity in writing within seven (7) calendar days of receiving the report. Revenuity will then diligently work with the Client to address concerns, provide clarifications, or revise recommendations as reasonably necessary to ensure the Client perceives value. This guarantee is a commitment to deliver valuable insights and does not constitute a money-back guarantee for Audit Services.

9.3. Continuous Support Guarantee: The specific performance guarantee for Continuous Support Services is detailed at the end of Section 2.2.

9.4. Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 9, REVENUITY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REVENUITY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT THE SERVICES ARE ANALYTICAL AND ADVISORY IN NATURE AND THAT THE CLIENT IS RESPONSIBLE FOR ALL DECISIONS REGARDING THE IMPLEMENTATION OF RECOMMENDATIONS.

10. Term and Termination

10.1. Audit Services Term: The engagement for Audit Services commences upon Revenuity's receipt of full payment from the Client and concludes upon Revenuity's delivery of all specified final deliverables (e.g., audit report, presentation/meeting) for that Audit Service.

10.2. Continuous Support Services Term and Cancellation: Continuous Support Services are provided on a month-to-month basis, commencing on the date of the first monthly payment. This Agreement shall automatically renew for successive one-month periods unless terminated by either party. The Client may terminate Continuous Support Services at any time by providing Revenuity with at least thirty (30) calendar days' written notice prior to the next scheduled monthly billing date. Revenuity may also terminate Continuous Support Services for any reason by providing the Client with at least thirty (30) calendar days' written notice.

10.3. Termination for Material Breach: Either party may terminate this Agreement with immediate effect upon written notice to the other party if the other party materially breaches any provision of these Terms and fails to cure such breach within fourteen (14) calendar days of receiving written notice specifying the breach.

10.4. Effect of Termination: Upon termination or expiration of this Agreement for any reason:

• The Client shall pay Revenuity for all Services rendered and expenses incurred up to the effective date of termination for which payment has not yet been received. No refunds will be provided for services already paid for, including for the remainder of any pre-paid monthly period for Continuous Support if termination occurs mid-period (unless termination is by Client due to uncured material breach by Revenuity).
• Each party shall promptly return or, at the other party's request, destroy all Confidential Information of the other party in its possession or control.
• The Client's right to access any ongoing services or support from Revenuity will cease.
• Provisions of these Terms that by their nature are intended to survive termination (including, but not limited to, Sections 5, 7, 8, 9.4, 10.4, 11, 12, 13, and 15) shall remain in full force and effect.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REVENUITY (SPONTANEOUS CLOUDS SOLUTIONS LDA.), ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

REVENUITY'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES PROVIDED, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO REVENUITY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REVENUITY AND THE CLIENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Revenuity, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• The Client's use of the Services in a manner not authorized by this Agreement;
• The Client's breach of any representation, warranty, or obligation under these Terms;
• Any Client Materials provided to Revenuity, including any claim that such Client Materials infringe upon or misappropriate any third party's intellectual property rights, privacy rights, or other proprietary rights, or violate any applicable law or regulation;
• The Client's website, products, services, or business operations, including any claims from the Client's own customers or users (except to the extent such claims are directly and solely caused by Revenuity's gross negligence or willful misconduct in performing the Services).

Revenuity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which event the Client will cooperate with Revenuity in asserting any available defenses.

13. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Portugal, without giving effect to any choice or conflict of law provision or rule. The parties agree to first attempt to resolve any disputes, controversies, or claims arising out of or relating to this Agreement ("Dispute") amicably through good-faith negotiations for a period of at least thirty (30) calendar days from the date the Dispute arises. If the Dispute cannot be resolved through negotiation within this period, any such Dispute shall be subject to the exclusive jurisdiction of the courts of Porto, Portugal, including mandatory arbitration before any party can bring court claims. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

14. Modifications to Terms

Revenuity reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material revision will be determined at our sole discretion. Notice may be provided by posting the updated Terms on the Revenuity website (https://revenuity.io/terms-and-conditions), by email to the address associated with your account, or by other means of communication. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Services. For Clients engaged in ongoing Continuous Support Services, if you do not agree with a material change to these Terms, you may terminate the Services by providing written notice to Revenuity within fifteen (15) days of being notified of the change, and such termination will be effective as of the date the new terms take effect, without penalty for early termination beyond the standard notice period if applicable.

15. Entire Agreement

These Terms, together with any specific Service Agreement, Order Form, or Statement of Work mutually agreed upon in writing by both parties for specific Services (which, if executed, shall be incorporated herein by reference), constitute the entire agreement and understanding between the Client and Revenuity with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between these Terms and a separately executed Service Agreement or Order Form, the terms of the Service Agreement or Order Form shall prevail for that specific engagement.

16. Miscellaneous

16.1. Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

16.2. Waiver: No waiver by Revenuity of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Revenuity to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

16.3. Assignment: The Client may not assign or transfer its rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of Revenuity. Revenuity may assign its rights and obligations under these Terms without restriction.

16.4. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the Order Form or Service Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

16.5. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Revenuity (Spontaneous Clouds Solutions Lda.)
Email: [email protected]
Website: https://revenuity.io

Last Updated: May 15, 2025