Terms of Service

REVPass TERMS OF SERVICE

These Terms of Service govern access to and use of the RevPass services. By creating an account, clicking “I agree,” signing an order form, accessing the services, or using the services, you agree to these Terms.

If you are using the services on behalf of a company or other organization, you represent that you have authority to bind that organization. In that case, “Customer,” “you,” and “your” refer to that organization.

If you do not agree to these Terms, do not access or use the services.

1. Who We Are

RevPass LLC, a Wisconsin limited liability company, provides a B2B revenue workflow platform for quote generation, order-form generation, approval routing, electronic acceptance, electronic signature facilitation, CRM validation, MSA drift detection, Salesforce synchronization, AI-assisted extraction, Slack workflow actions, booking handoff, analytics, and related functionality.

The services are intended for business use only and are not intended for personal, household, or consumer use.

2. Definitions

“Account” means your RevPass account.

“AI-Assisted Features” means artificial intelligence, machine learning, large language model, natural-language processing, deterministic rule, automated workflow, or other software-based functionality used by the services to extract, generate, summarize, classify, compare, validate, recommend, propose, or execute actions or content.

“Connected Systems” means third-party systems, platforms, applications, APIs, or services connected to or used with the services, including Salesforce, Slack, DocuSign, email providers, storage providers, billing systems, ERP systems, identity providers, and other integrations.

“Customer Data” means all data, documents, records, files, contracts, order forms, MSAs, signatures, CRM data, opportunity data, account data, contact data, pricing data, approval data, metadata, user content, and other information submitted to, uploaded to, generated in, processed through, or made available to the services by or on behalf of Customer.

“Outputs” means any content, information, recommendation, validation result, extracted field, generated document, proposed action, automated action, summary, score, classification, MSA drift result, Slack response, nudge, approval recommendation, Salesforce update, booking handoff, or other output generated, suggested, or performed by or through the services.

“Services” means the RevPass platform, software, website, applications, APIs, integrations, AI-assisted features, validation features, e-signature facilitation features, workflow tools, support services, and related functionality.

3. Eligibility and Account Registration

You must be at least 18 years old and have authority to use the services on behalf of your organization.

You must provide accurate account information and keep it current.

You are responsible for maintaining the confidentiality of login credentials, API keys, OAuth grants, and connected accounts.

You are responsible for all activity under your account, including activity by your users, employees, contractors, agents, and representatives.

You must promptly notify RevPass of unauthorized access or suspected compromise.

4. Access to the Services

Subject to these Terms and payment of applicable fees, RevPass grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the services for your internal business purposes.

You may allow your authorized users to use the services on your behalf. You are responsible for their actions and omissions.

RevPass may update, modify, improve, or discontinue features from time to time. We will not materially reduce the core functionality of a paid subscription during the applicable subscription period.

Some features may be beta, preview, pilot, demo, experimental, mock, optional, or limited-release features. These features may be changed, suspended, or discontinued at any time.

5. Acceptable Use

You will not: (a) use the services unlawfully; (b) violate third-party rights; (c) upload malicious code; (d) interfere with or disrupt the services; (e) attempt to bypass security, access controls, rate limits, or technical restrictions; (f) reverse engineer, decompile, disassemble, or attempt to derive source code, underlying models, algorithms, or system logic from the services; (g) copy, modify, or create derivative works of the services; (h) resell, sublicense, rent, lease, or provide the services to third parties except as expressly authorized; (i) use the services to build or benchmark a competing product; (j) scrape, crawl, or harvest data except as permitted by the services; (k) use the services to process regulated data not expressly authorized by RevPass; or (l) use the services in a way that creates unreasonable security, legal, operational, or reputational risk to RevPass.

6. Customer Data

You own your Customer Data.

You grant RevPass a limited, non-exclusive, worldwide right to host, copy, transmit, display, process, analyze, generate, extract, transform, validate, and otherwise use Customer Data to provide, secure, support, maintain, improve, and operate the services; comply with your instructions; comply with law; prevent fraud or abuse; and enforce these Terms.

You represent and warrant that you have all rights, permissions, notices, consents, and legal bases necessary for RevPass to process Customer Data as contemplated by these Terms.

RevPass will not sell Customer Data.

7. Aggregated and De-Identified Data

RevPass may collect, create, use, and disclose aggregated, anonymized, or de-identified data derived from use of the services for analytics, benchmarking, product improvement, research, security, reporting, and business purposes, provided that such data does not identify you, your affiliates, your users, your counterparties, or any individual, and cannot reasonably be re-identified.

8. RevPass Ownership

RevPass owns and retains all right, title, and interest in and to the services, software, platform, APIs, workflows, templates, system logic, user interface, design, models, algorithms, analytics, reports, documentation, product improvements, inventions, know-how, and other RevPass technology and intellectual property.

No rights are granted except as expressly stated in these Terms.

If you provide feedback, suggestions, ideas, enhancement requests, or recommendations, RevPass may use them without restriction or obligation.

9. AI-Assisted Outputs; Customer Review; Autonomy Settings

You acknowledge that certain features of the services use artificial intelligence, machine learning, large language models, deterministic rules, automated workflows, or other software-based automation to extract, generate, summarize, classify, compare, validate, recommend, propose, or execute actions or content.

These features may include contract and PDF extraction, opportunity matching, quote and order-form generation, validation against Salesforce or other CRM records, MSA term extraction, MSA drift detection, natural-language validation rules, approval recommendations, Slack responses, nudge messages, booking handoff preparation, Salesforce synchronization, and other automated or AI-assisted functionality.

AI-assisted or automated Outputs may be incomplete, inaccurate, outdated, misleading, or unsuitable for your intended purpose. RevPass does not provide legal, tax, accounting, revenue-recognition, procurement, compliance, deal-desk, or professional advice. You are solely responsible for reviewing and approving all Outputs, records, order forms, approvals, validation results, MSA drift results, Salesforce updates, booking handoffs, and related actions before relying on them for business, legal, financial, accounting, billing, contractual, or operational purposes.

You control the autonomy settings, approval policies, validation rules, field mappings, user permissions, Connected System permissions, and workflow configurations used in the services. Where you enable automatic execution or write-back functionality, including any “AUTO” or similar setting, you authorize RevPass to perform such actions within the scope of your configuration, permissions, credentials, OAuth scopes, field mappings, and instructions. Any action performed within such scope will be deemed authorized by you.

RevPass does not use Customer Data to train, fine-tune, or improve generative artificial intelligence or machine-learning models for the benefit of other customers or third parties, and does not permit its AI subprocessors to train their general-purpose models on Customer Data, in each case except for aggregated or de-identified data as permitted under the Aggregated and De-Identified Data section of these Terms.

You remain responsible for determining whether any AI-assisted Output, automated action, validation result, MSA drift result, electronic signature workflow, Salesforce update, opportunity close action, line-item synchronization, file attachment, booking handoff, or other workflow action is accurate, authorized, legally sufficient, commercially appropriate, and compliant with your internal policies and applicable law.

10. Validation, MSA Drift Detection, and Deal Review

The services may assist you in validating order forms, quotes, signed documents, opportunity records, line items, pricing terms, contract terms, approval status, and related data against Customer Data, Salesforce records, templates, rules, or uploaded agreements.

Validation results, MSA drift results, extracted terms, issue flags, suggested fixes, severity scores, and related Outputs are provided for workflow assistance only. They are not guarantees that any document, deal, order form, quote, MSA, or Salesforce record is accurate, complete, enforceable, compliant, or commercially acceptable.

You are responsible for final review, approval, acceptance, booking, billing, revenue-recognition treatment, and legal sufficiency of all deals, order forms, quotes, contracts, MSAs, amendments, and related records.

11. Connected Systems

You may connect the services to Salesforce, Slack, DocuSign, email, storage, ERP, billing, and other systems.

You authorize RevPass to access, retrieve, process, create, update, modify, write back, attach files to, and otherwise interact with Connected Systems within the permissions, OAuth scopes, credentials, field mappings, settings, and instructions you enable.

You are responsible for: (a) reviewing and approving all Connected System permissions; (b) maintaining proper permissions and access controls; (c) configuring field mappings and workflow rules; (d) verifying the accuracy of data in Connected Systems; (e) reviewing authorized writes and automated actions; and (f) understanding downstream effects of Connected System changes.

RevPass is not responsible for losses, rework, reporting issues, billing issues, revenue-recognition issues, forecasting issues, data errors, or operational consequences arising from incorrect Customer Data, approved Outputs, enabled automation, mappings, workflows, permissions, or third-party system behavior.

Third-party systems are not controlled by RevPass. Your use of third-party systems is governed by their own terms.

12. Electronic Signature and Electronic Records

You consent to the use of electronic records, electronic signatures, electronic acceptance, electronic delivery, electronic storage, tokenized acceptance links, audit trails, and electronic agents in connection with the services.

You are responsible for determining whether a particular transaction, document, counterparty, jurisdiction, order form, quote, MSA, amendment, workflow, or use case is appropriate for electronic signature or electronic acceptance.

RevPass facilitates electronic signature and acceptance workflows but is not a party to your contracts, order forms, MSAs, quotes, amendments, or other transaction documents. RevPass does not guarantee the validity, enforceability, legal sufficiency, evidentiary admissibility, commercial effect, or counterparty acceptance of any electronic signature, electronic record, signed document, acceptance link, or audit trail.

You are responsible for retaining copies of signed documents and related records as required by your business policies and applicable law.

13. Templates and Documents

You are responsible for all templates, merge fields, clause language, order forms, quotes, contracts, MSAs, amendments, legal terms, pricing terms, billing terms, acceptance language, signature blocks, and related materials used in the services.

RevPass may provide sample templates, default language, workflow suggestions, rule suggestions, validation suggestions, or AI-generated content. These materials are provided for convenience only and do not constitute legal advice or professional advice.

You should have all templates, contracts, order forms, MSA language, and legal terms reviewed by qualified counsel before use.

14. Privacy and Data Processing

RevPass’s Privacy Policy explains how RevPass handles personal information.

If RevPass processes personal data on your behalf, the RevPass Data Processing Addendum applies where required by applicable law or agreed by RevPass.

You are responsible for providing all notices, obtaining all consents, and establishing all legal bases required for RevPass to process personal data as contemplated by these Terms.

You will not submit protected health information, payment card data, government identifiers, children’s data, special-category data, or other regulated sensitive data unless expressly authorized in writing by RevPass and supported by an applicable written agreement.

15. Security

RevPass will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction.

You are responsible for configuring the services securely, managing users, securing credentials, using appropriate permissions, reviewing Connected System access, and maintaining security of your own systems.

16. Fees, Billing, and Taxes

You agree to pay all fees for your subscription, plan, usage, or order.

Unless otherwise stated: (a) fees are due when charged or invoiced; (b) fees are non-cancelable and non-refundable; (c) fees are exclusive of taxes; and (d) you are responsible for applicable taxes other than taxes based on RevPass’s income.

If payment is overdue, RevPass may suspend or terminate access to the services after reasonable notice.

RevPass may use third-party payment processors. Payment processing is subject to the payment processor’s terms and privacy practices.

17. Trials and Free Plans

RevPass may offer trials, free plans, demo environments, or promotional access.

RevPass may modify, limit, or terminate free or trial access at any time.

Free, trial, beta, demo, or preview services are provided “as is” without warranties, indemnities, service commitments, or liability obligations to the maximum extent permitted by law.

18. Subscription Term and Renewal

Subscription periods are stated at checkout, in an order form, or in your account.

Unless otherwise stated, subscriptions automatically renew for successive periods unless cancelled before renewal.

You authorize RevPass or its payment processor to charge applicable fees and taxes at renewal.

19. Suspension

RevPass may suspend access to the services if: (a) payment is overdue; (b) you violate these Terms; (c) your use creates security, legal, operational, or reputational risk; (d) suspension is required by law; (e) a third-party provider requires suspension; or (f) your account is compromised or appears compromised.

RevPass will use reasonable efforts to provide notice where practicable, unless immediate suspension is necessary.

20. Termination

You may stop using the services at any time. Termination or cancellation does not relieve you of payment obligations already incurred.

RevPass may terminate or suspend your access if you breach these Terms, fail to pay fees, misuse the services, create risk, infringe RevPass intellectual property, or use the services unlawfully.

Upon termination: (a) your right to use the services ends; (b) you remain responsible for accrued fees; (c) RevPass may delete Customer Data in accordance with its retention practices and applicable law; and (d) provisions that by their nature should survive will survive.

21. Data Export and Deletion

During an active subscription, you may export Customer Data using available export functionality.

After termination, RevPass may provide a limited export period, unless prohibited by law, technically infeasible, or otherwise stated.

RevPass may retain Customer Data as necessary for legal compliance, backup retention, security records, billing records, audit records, dispute records, and legitimate business purposes permitted by law.

22. Confidentiality

If either party receives non-public information from the other that should reasonably be understood to be confidential, the receiving party will use it only to perform or receive benefits under these Terms and will protect it using reasonable care.

Customer Data is your confidential information.

The services, software, product roadmap, pricing, security materials, and technical information are RevPass confidential information.

Confidentiality obligations do not apply to information that is public without breach, already known without confidentiality obligations, independently developed without use of confidential information, or lawfully received from a third party.

23. Disclaimers

Except as expressly stated in these Terms, the services, AI-Assisted Features, Outputs, validations, MSA drift results, extracted terms, generated documents, recommendations, templates, integrations, electronic signature workflows, and automation features are provided “as is” and “as available.”

RevPass disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, error-free operation, uninterrupted operation, legal sufficiency, enforceability, and compliance.

RevPass does not warrant that: (a) the services will be uninterrupted, secure, or error-free; (b) Outputs will be accurate, complete, current, legally sufficient, or suitable for your purpose; (c) validation results will identify all errors, risks, mismatches, or contractual issues; (d) MSA drift detection will identify all off-contract terms; (e) electronic signatures or electronic records will be enforceable in every circumstance; or (f) Salesforce or Connected System actions will produce your desired business outcome.

24. Indemnity

You will defend, indemnify, and hold harmless RevPass from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from: (a) Customer Data; (b) your contracts, order forms, quotes, MSAs, amendments, or counterparties; (c) your use of Outputs; (d) your authorized actions; (e) your enabled automation; (f) your Connected Systems; (g) your violation of law; (h) your breach of these Terms; (i) your misuse of the services; or (j) disputes between you and your customers, prospects, signers, counterparties, employees, or vendors.

25. Limitation of Liability

To the maximum extent permitted by law, RevPass’s total aggregate liability arising out of or relating to these Terms or the services will not exceed the greater of: (a) the fees paid by you to RevPass for the services during the twelve months before the event giving rise to liability; or (b) one hundred dollars.

To the maximum extent permitted by law, RevPass will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, lost business, business interruption, loss of goodwill, loss of data, cost of substitute services, downstream system errors, failed bookings, billing errors, forecasting errors, revenue-recognition issues, or lost opportunities, even if advised of the possibility.

The limitations in this section apply to all theories of liability, including contract, tort, negligence, strict liability, warranty, statute, and otherwise.

26. Third-Party Services

The services may interoperate with third-party services. RevPass does not control and is not responsible for third-party services, including their availability, security, functionality, data handling, errors, outages, API changes, or business practices.

RevPass may suspend or modify integrations if required by a third-party provider or if continued operation creates risk to RevPass, you, or the services.

27. Changes to the Services or Terms

RevPass may update the services and these Terms from time to time.

If RevPass makes material changes to these Terms, RevPass will provide notice by posting the updated Terms, sending email, or providing notice through the services.

Updated Terms become effective on the date stated in the notice or posted Terms. Continued use of the services after the effective date means you accept the updated Terms.

Material changes will not apply retroactively to an active paid subscription period unless required by law or unless you agree.

28. Publicity

RevPass may identify you as a customer using your name and logo unless you opt out by written notice.

RevPass will not issue a press release or case study about you without your prior approval.

29. Export and Sanctions

You will not use the services in violation of export control or sanctions laws.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction, and are not a restricted party under applicable sanctions or export control laws.

30. Force Majeure

RevPass will not be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or utility failures, third-party service failures, cloud provider failures, cyberattacks, or other events beyond reasonable control.

31. Governing Law and Venue

These Terms are governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles.

The courts located in Dane County, Wisconsin will have exclusive jurisdiction over disputes arising from these Terms or the services, and you consent to jurisdiction and venue in those courts.

32. Assignment

You may not assign these Terms without RevPass’s prior written consent.

RevPass may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

33. Notices

RevPass may provide notices by email, through the services, or by posting on its website.

You may send legal notices to RevPass at legal@revpass.io and 708 Heartland Trl, 3rd Floor, Madison, WI 53717.

34. Severability; Waiver

If any provision of these Terms is unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision is not a waiver.

35. Entire Agreement

These Terms, together with any order form, DPA, privacy policy, and documents incorporated by reference, are the entire agreement between you and RevPass regarding the services and supersede prior or contemporaneous agreements regarding the services.

36. Survival

The following sections survive termination: Customer Data rights and restrictions, RevPass ownership, aggregated and de-identified data, AI-assisted output disclaimers, confidentiality, fees owed, disclaimers, indemnity, limitation of liability, data export and deletion, governing law, and any other provisions that by their nature should survive.