REVE
API LICENSE AGREEMENT
Last Updated: February 27, 2026
The following terms and conditions apply to any use of Reve AI, Inc.’s (“Reve”) application programming interfaces made available at https://api.reve.com/ that provide access to the Solution (defined below) (“API”) and form a binding contract between Reve and Customer. Please read this API License Agreement (“Agreement”) carefully before using the API. By clicking “Accept,” executing an order form that incorporates this Agreement, or accessing or using the API in any way, you represent that you (1) have read and understand this Agreement and are of legal age to form a binding contract with Reve, and (2) have the right, authority, and capacity to enter into this Agreement on behalf of Customer.
If you access or use the API solely in your individual capacity and for your own personal or business use, then all references to “Customer” in this Agreement will be deemed to refer to you as an individual. If you access or use the API on behalf of, or within your capacity as, a representative, agent, or employee of any entity, then all references to “Customer” in this Agreement will be deemed to refer to such entity.
DEFINITIONS
“Content” means text, images, documents and other content originating or generated from various sources that is accessible through, provided to, or otherwise available on the Solution.
“Customer Application” means any application developed by Customer that incorporates, integrates, or otherwise uses the API.
“Customer Content” means Inputs and Outputs.
“Documentation” means any user instructions or other materials that are provided by Reve in connection with the API (including on https://api.reve.com/), as may be updated by Reve from time to time.
“Input” means Content entered, uploaded, attached, referenced, searched for or otherwise provided to the Solution by Customer or a User, including the Reference Content.
“Marks” means logos, tradenames, trademarks, and service marks.
“Output” means Content created or generated through the Solution by Customer or a User in response to Inputs. Output excludes Reve Technology.
“Permitted Purpose” has the meaning given in Section 2.2.
“Reference Content” means Content from third-party sources that is referenced by Customer or a User in connection with use of certain functionalities of the Solution.
“Reve Technology” means, collectively, the API, the Solution, Documentation, Usage Data and any other services provided by Reve pursuant to the Agreement.
“Solution” means Reve’s image creation, discovery, curation and editing tools and other functionality accessible via the API.
“Term” has the meaning given in Section 6 (Term and Termination).
“Usage Policy” means Reve Usage Policy contained at http://app.reve.com/usage, as may be updated by Reve in accordance with its terms.
“Users” means users that are authorized by Customer to access and use the Reve Technology, including any users of a Customer Application.
“Declared Use” has the meaning given in Section 2.1.
“Authorized Application” has the meaning given in Section 2.7.
API LICENSE; RESTRICTIONS
Access Keys. Within a reasonable period after executing this Agreement, Reve will issue to Customer one or more access keys to interface with the Solution via the API. Customer must use the access keys solely for the Permitted Purpose and not share the access keys with any third party. Customer is responsible for any access to or use of the API attributable to Customer’s access key. Reve has the right to monitor Customer’s use of access keys and access to the API to ensure that Customer is complying with this Agreement. Reve may revoke access keys at any time (a) if Reve knows or reasonably suspects a data or security breach or a violation of this Agreement or Reve’s policies, or (b) in other commercially reasonable circumstances. In connection with Customer’s registration for API access, Customer shall identify its intended use case(s) for the API, including the nature of any Customer Application and the identity and relationship of anticipated end users ("Declared Use"). Customer represents and warrants that the Declared Use is complete and accurate and that Customer’s actual use of the API will be materially consistent with the Declared Use throughout the Term. Material deviation from the Declared Use, including any use described in Section 2.7, shall constitute a material breach of this Agreement and grounds for immediate revocation of access keys pursuant to this Section 2.1. Reve reserves the right to periodically request that Customer re-confirm or update its Declared Use, and to condition continued API access on such confirmation.
API License. Subject to Customer’s and its Users’ ongoing compliance with the terms of the Agreement, Reve hereby grants Customer a non-exclusive, non-transferable (except as permitted under Section 11.1), non-sublicensable, license during the Term to use the API in accordance with any usage limits described in the Documentation: (a) for Customer’s and its Users’ lawful business purposes; and (b) to the extent Customer incorporates the Reve Technology into a Customer Application, to incorporate the Reve Technology into such Customer Application ((a) and (b) collectively, the “Permitted Purpose”). Reve may use technical measures to prevent over-usage and generation of certain Content and may suspend access to the API or the Solution after any usage limitations are exceeded or Content restrictions are breached. Customer is responsible for the compliance of any Users with this Agreement, including the Usage Policy.
Restrictions. In addition to the prohibitions in the Usage Policy, Customer may not, and may not authorize any User or other third party to: (a) license, sublicense, sell, rent, lease, transfer, assign, reproduce or distribute, any of the Reve Technology except as permitted in Section 2.2; (b) automatically or programmatically extract or scrape data or Outputs from the Reve Technology; (c) use Output to develop models that compete with Reve; (d) modify, merge, replicate, disassemble, decompile, reverse compile, or reverse engineer any part of the Reve Technology; (e) interfere with or disrupt the Reve Technology, including by circumventing any excess usage limits or bypassing any protective measures or safety mitigations in the Reve Technology; (f) frame or utilize framing techniques to enclose any Reve trademark, logo, or other parts of the Reve Technology (including page layout, text or form); or (g) use any metatags or other “hidden text” using Reve’s name or trademarks; or (h) operate or participate in any resale, sublicensing, aggregation, or brokering arrangement with respect to the API or Solution as described in Section 2.7.
Usage Policy. Customer’s and its Users’ use of the Reve Technology is subject to ongoing compliance with Reve’s Usage Policy, which is hereby incorporated into this Agreement by reference. If Reve determines in its sole discretion that Customer’s or its Users’ of the Reve Technology or Customer Content violates the Usage Policy, Reve may reject or remove the applicable Input, decline to provide or modify the requested Output (such as via blurring or replacing requested Content), and/or suspend or terminate Customer’s use of the Reve Technology. Reve has no obligation to pre-screen any Customer Content, although Reve reserves the right in its sole discretion to pre-screen, refuse or remove any Customer Content. By entering into this Agreement, Customer hereby provides irrevocable consent to Reve’s monitoring of Customer Content. Reve reserves the right to: (a) remove or refuse to post any Customer Content for any or no reason in our sole discretion; (b) alter, blur, obfuscate or otherwise modify requested Output to remove any Content that would infringe the Usage Policy; (c) take any action with respect to any Customer Content that Reve deems necessary or appropriate in its sole discretion, including if such Content violates this Agreement, or infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Reve Technology or the public, or could create liability for Reve; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Reve Technology; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
Third-Party Services. Reve may also from time to time use third-party services in connection with the Solution which may involve sharing Input and Output with such third-party services. Such third-party services are not under Reve’s control and Reve is not responsible for such third-party services.
User Terms. Before making available the Solution to an User through any Customer Application, Customer shall ensure that such Users have agreed to legally enforceable terms with Customer that are materially consistent with this Agreement and the Usage Policy regarding their use of the Reve Technology.
Authorized Use; Prohibited Business Models. The license granted under Section 2.2 is conditioned on Customer using the API solely to develop, operate, and support Customer's own products and services ("Authorized Applications"). Customer may not use the API, in whole or in part, to: (a) offer the API or any functionality substantially equivalent to the API as a service to third parties; (b) resell, broker, or otherwise act as an intermediary with respect to API access or Outputs at commercial scale, including by incorporating the API into an inference or model-hosting platform, aggregation hub, or comparable service where third parties select among multiple AI models or providers; or (c) facilitate access by any third party to the API through Customer's credentials or Customer Application in a manner that circumvents the requirement for such third party to have its own agreement with Reve.
Audit Rights. Reve reserves the right, upon reasonable prior notice (or without notice in cases of suspected material breach), to audit Customer's use of the API to confirm compliance with this Agreement, including the restrictions set forth in Sections 2.3 and 2.7. Customer shall reasonably cooperate with any such audit and shall, upon Reve's request, provide information sufficient to allow Reve to assess whether Customer's use is consistent with the Declared Use and the terms of this Agreement. Reve may suspend Customer's API access pending the outcome of any audit if Reve reasonably suspects a material violation of this Agreement.
CONTENT.
Content. All Content, including Input, Output, and Reve’s use of each of the foregoing, is subject to the Usage Policy. To the extent permitted by applicable law and subject to the license granted to Reve (and, in some cases, other users), Customer: (a) retains any ownership rights Customer may have in Customer’s Input; and (b) owns the rights to any Output Customer creates using the Solution. Customer is responsible for ensuring that Customer’s Input and Output do not violate any applicable law or this Agreement, and Customer represents and warrants that Customer has any rights, licenses, and permissions Customer may require to provide any Input and create any Output without infringing on or violating any third-party rights. Customer agrees to provide notices and statements and/or obtain consents and authorizations necessary to enable the processing of Content (including by Reve) as contemplated herein (including from any User of a Customer Application). Customer acknowledges that ownership of Input and Output may be subject to the rights of third parties, including the owners of any Reference Content or other third-party Customer uses to create Output. Reve hereby assigns to Customer all right, title, and interest held by Reve, if any, in and to Output created by Customer, subject to the license granted to Reve. However, due to the nature of the Solution and artificial intelligence generally, Outputs may not be unique and other users of the Solution may receive similar output from the Solution, and Reve does not represent or warrant that Outputs are protectible by intellectual property rights under applicable law or free from any third-party intellectual property rights. The assignment in this Section does not prevent Reve from assigning rights to other users in such similar output.
License to Content. Customer grants Reve and its licensors the right to use and reproduce Input and Output to operate and provide the Solution to Customer and its Users, provided that Reve will not use the Input or Output to train any artificial intelligence models. Reve is entitled, except to the extent prohibited by applicable law, to disclose any information or materials provided through the API, including Customer Content, in Reve’s possession in connection with Customer’s use of the Reve Technology, to (a) comply with applicable laws, legal process or governmental request; (b) enforce these Terms, (c) respond to any claims that Customer Content violates the rights of third parties; (d) respond to Customer or User requests for technical support; or (e) protect the rights, property, or personal safety of Reve, its users, or the public, and all enforcement or other government officials, as Reve in its sole discretion believes to be necessary or appropriate.
Nature of Outputs. Customer acknowledges that artificial intelligence is a rapidly evolving field, and the probabilistic nature of artificial intelligence means that the Reve Technology may provide inaccurate Output (such as “hallucinations”) or otherwise produce inaccurate or unintended results. Customer acknowledges that no warranties are made by Reve with respect to the specific results or any Output or features or functions of the Reve Technology, and you are solely responsible for confirming the appropriateness and accuracy before any use of such Output.
Third-Party Content. Reve is not responsible for and does not control Customer’s Inputs, including third-party sourced Reference Content or Content provided by third-party users of the Solution (“User Content”), including any such Content that is shared or referenced by the Solution at Customer’s instruction or request. Reve has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, the quality, accuracy, legality, appropriateness or provenance of Reference Content or such User Content. Without limiting the foregoing, Customer acknowledges that, if Customer intends to use Reference Content to develop Output: (a) Customer agrees Customer is responsible for investigating and complying with any third-party license terms associated with such Reference Content or that Customer’s use of such Reference Content does not otherwise infringe on third party rights or violate this Agreement; and (b) Reference Content may not be accurate or appropriate for Customer’s use case. Customer uses all Reference Content and User Content and interacts with other users at Customer’s own risk and Customer will ensure that Customer’s use of such Content does not violate this Agreement, the Usage Policy, applicable law or third-party rights.
FEES; PAYMENT.
Fees; Credits. Customer’s use of the API features is subject to Customer’s purchase of credits (“Credits”). Customer will pay Reve all fees associated with the Credits Customer elects to receive as identified at the time of purchase (“Fees”). If Customer elects a recurring or automatically refilling subscription to Credits, Reve may charge Customer’s most recently-provided method of payment at the time of registration for such subscription and again in accordance with the cadence elected by Customer at the time of purchase. Reve may update the published Fees at any time, which shall be effective the earlier of 30 days after the updates are posted by Reve or Customer otherwise receives notice from Reve.
Payment. Except as otherwise agreed in writing, all Fees are due and payable in advance. All Fees are non-cancellable, non-refundable, and non-recoupable. Customer is responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out the Customer’s obligations to pay the Fees (other than taxes based on Reve’s net income). Failure to pay Reve all amounts owed when due may result in suspension or termination of Customer’s access to the API.
PROPRIETARY RIGHTS.
Reve Technology. Customer acknowledges that Reve owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Reve Technology, including all improvements, modifications and enhancements thereto. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Reve Technology are granted to Customer and all such rights are hereby expressly reserved.
Customer Application. To the extent Customer creates one or more Customer Applications, then Reve acknowledges that Customer owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Customer Applications (excluding the Reve Technology), including all improvements, modifications and enhancements thereto. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Customer Applications are granted to Reve and all such rights are hereby expressly reserved.
Feedback. Reve may periodically request that Customer provide, and Customer agrees to provide to Reve, feedback regarding the use, operation, and functionality of the Reve Technology (“Feedback”). Such Feedback shall include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features. Customer acknowledges that Reve may use such Feedback to improve the Reve Technology and its other products and services without obligation to pay compensation.
Usage Data. Reve may monitor Customer’s and its Users use of the Reve Technology and collect and compile data and information related to your use of the Reve Technology, Customer Content, or the performance, availability, integrity, and security of the API and Solution, including traffic, volumetrics, clickthrough or clickstream data, feature usage, and errors (collectively, “Usage Data”). As between Customer and Reve, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Reve. Customer agrees that Reve may (a) make Usage Data publicly available in compliance with applicable law; and (b) use Usage Data to the extent and in the manner permitted under applicable law.
TERM AND TERMINATION
Term. The Agreement will start on the date Customer accepts it (as described in the preamble above) and remain in full force and effect while Customer uses the API, unless terminated earlier in accordance with this Agreement.
Termination for Convenience. Subject to any minimum agreed terms agreed between the Parties (including in any order form), either party may terminate this Agreement for any reason or no reason upon written notice to the other party, provided that: (a) if Customer terminates for convenience, it shall not be entitled to a refund of any Fees to reflect any unused Credits; and (b) if Reve terminates for convenience, Reve will refund prepaid Fees for any unused Credits at the time of such termination.
Termination for Breach. Either party may terminate the Agreement by written notice if; (a) the other party is in material breach of the Agreement, where such material breach is not cured within 30 days after written notice of such breach; or (b) if: (i) the other party ceases to carry on its business; (ii) a receiver or similar officer is appointed for the other party’s business, property, affairs or revenues and such proceedings continue for 45 days; (iii) the other party becomes insolvent, admits in writing its inability to pay debts generally as they come due, is adjudicated bankrupt, or enters composition proceedings, makes an assignment for the benefit of its creditors or another arrangement of similar import; or (iv) proceedings under bankruptcy or insolvency laws are commenced by or against the other party and are not dismissed within 45 days. Notwithstanding anything to the contrary herein, if Customer fails to pay any amounts owed to Reve within 15 days after written notice of nonpayment of any amounts owed to Reve, which may be provided any time after any amount becomes past due, Reve may immediately terminate this Agreement.
Effect of Termination. Upon the effective date of the expiration or termination of the Agreement for any reason: (a) Customer’s and its Users’ access to the Reve Technology, and the licenses granted to Customer hereunder will automatically terminate; (b) all outstanding payment obligations of Customer will become due and payable immediately; and (c) Customer shall immediately return, or at Reve’s request destroy and certify the destruction of any tangible embodiments of Reve’s Confidential Information. The following provisions will survive the expiration or termination of the Agreement for any reason: Sections 1, 2.3, 2.4, 2.8, 5, 6.4, and 7 through 11.
CONFIDENTIALITY
Definition. “Confidential Information” means: (a) any information disclosed, directly or indirectly, by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to the Agreement that is designated as “confidential,” or in some other manner to indicate its confidential nature; and (b) any information that otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure or the nature of the information itself. Without limiting the foregoing, the Reve Technology, and the functionality and performance of the Reve Technology, including any metrics pertaining thereto, are the Confidential Information of Reve. Confidential Information does not include any information that: (i) is or becomes generally known and available to the public through no act of the Receiving party; (ii) was already in the Receiving Party’s possession without a duty of confidentiality owed to the Disclosing party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (iii) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party.
Use; Maintenance. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under the Agreement. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except: (a) to its advisors, or prospective investors or purchasers, in each case subject to written obligations of confidentiality, or (b) where the Receiving Party becomes legally compelled to disclose Confidential Information, notwithstanding the Receiving Party’s having given the Disclosing Party prior notice of such legally compelled disclosure and a reasonable opportunity to seek a protective order or other confidential treatment for such Confidential Information (if permitted by applicable law). Each party will take reasonable measures and care to protect the secrecy of, and avoid disclosure and unauthorized use of, the other party’s Confidential Information, and will take at least those measures taken to protect its own most Confidential Information.
INDEMNIFICATION
By Reve. Reve shall indemnify and hold Customer, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Customer Party” and collectively, the “Customer Parties”) harmless from any third-party losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any allegation that the Reve Technology infringes or misappropriates any third party’s intellectual property rights, provided that Reve shall have no obligation to indemnify Customer in connection with any claim related to: (a) the Output; (b) any third-party Content (including any Inputs); or (c) any breach of this Agreement or the Usage Policy by Customer or any User. In the event any such infringement, claim, action, or allegation is brought or threatened with respect to the API, Reve may, at its sole option and expense, (i) procure for Customer the right to continue use of the API or infringing part thereof; (ii) modify, amend, or replace the API or the infringing part thereof; or (iii) if neither of the foregoing is commercially practicable, terminate this agreement and refund Customer for all prepaid, unused Fees.
By Customer. Customer shall: (a) defend or, at its option, settle, any claim brought against Reve by a third party: (i) arising out of failure to provide notices and statements and/or obtain consents and authorizations necessary to enable the processing of Content (including by Reve) as contemplated herein; (ii) arising out of Inputs or Outputs; or (iii) arising out of or related to any Customer Application (each, a “Claim”); and (b) pay any damages awarded in a final judgment (or amounts agreed in a monetary settlement) in any such Claim defended or settled by Customer, provided that Reve provides Customer: (1) prompt written notice of such Claim; (2) sole control over the defense and settlement of such Claim; and (3) all information and assistance reasonably requested by Customer in connection with the defense or settlement of any such Claim.
Indemnification Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, REVE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, OR ACCURACY OF RESULTS. REVE DOES NOT WARRANT THAT THE REVE TECHNOLOGY WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY PARTICULAR DEVICE, THAT ANY DATA PROVIDED BY OR THROUGH THE REVE TECHNOLOGY, WILL BE ACCURATE OR COMPLETE. CUSTOMER, AND NOT REVE, SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE API, SOLUTION, INCLUDING ANY CONTENT MADE AVAILABLE BY ANY USERS. REVE SHALL BEAR NO RESPONSIBILITY IN CONNECTION WITH A USER’S BREACH OF THE INCORPORATED TERMS. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ITS SELECTION AND USE OF INPUTS AND OUTPUTS, AND REVE HAS NO LIABILITY WITH RESPECT THERETO. CUSTOMER ACKNOWLEDGES AND AGREES: (A) OUTPUT MAY NOT ALWAYS BE ACCURATE, AND CUSTOMER AND ITS USERS SHOULD NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE; (B) CUSTOMER OR ITS USERS MUST EVALUATE OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR THE GIVEN USE CASE, INCLUDING USING HUMAN REVIEW AS APPROPRIATE, BEFORE USING OR SHARING OUTPUT; AND (C) CUSTOMER UNDERSTANDS AND AGREES THAT REVE IS NOT RESPONSIBLE FOR CUSTOMER’S USE, OR ANY USER’S USE, OF THE SERVICES, INCLUDING ANY OUTPUT OR ACTIONS TAKEN BY THE REVE TECHNOLOGY AT CUSTOMER’S OR ANY USER’S REQUEST. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY OF ITS OR ITS USERS USE OF THE REVE TECHNOLOGY COMPLIES WITH APPLICABLE LAW, THIRD-PARTY TERMS AND CONDITIONS OR INTELLECTUAL PROPERTY RIGHTS.
LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF SECTION 2.3 (RESTRICTIONS), SECTION 2.4 (USAGE POLICY) AND A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THE AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE 12 MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
GENERAL PROVISIONS
Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that either party may assign its rights or delegate its obligations, in whole or in part, without such consent, to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, excluding its conflict of law provisions. Both parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in San Jose, California.
Dispute Resolution. Any dispute arising out of or in connection with this Agreement (“Dispute”) shall be subject to arbitration as set forth hereunder. The arbitration provisions herein shall not preclude either Party from: (a) petitioning any court of competent jurisdiction or any government agency or entity with competent jurisdiction for injunctive or equitable relief; or (b) seeking to confirm or enforce any arbitral award in any court of competent jurisdiction. Disputes shall be submitted to final and binding arbitration under the then-current arbitration rules of JAMS, in Palo Alto, California by one (1) arbitrator. The arbitration shall be conducted in English. The prevailing party in such arbitration shall be entitled to expenses, including costs and reasonable attorneys’ and other professional fees, incurred in connection with the arbitration (but excluding any costs and fees associated with prior negotiation or mediation). The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction, in accordance with the New York Convention on the Enforcement of Foreign Arbitral Awards of 1958.
Publicity. Reve may use Customer’s name and logo in its customer list (including on Reve’s website, social media and in sales and marketing materials) in the same manner in which it uses the names of its other customers, provided that at all times Reve shall use Customer’s name and logo in accordance with Customer’s applicable branding guidelines and Reve may not use Customer’s name in any other way without Customer’s prior written consent (with email consent deemed sufficient).
Order of Precedence. In the event of a conflict between this Agreement and the Usage Policy, this Agreement shall govern solely with respect to such conflict.
Notices. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (a) the date it was delivered by courier, or (b) if by certified mail return receipt requested, on the date received, to such addresses as the parties may specify from time to time by written notice to the other party.
Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Force Majeure. Neither party shall be liable for any delay or failure in performance due to acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics/pandemics, and similar occurrences beyond its control, whether or not foreseeable. Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of a delay which is excusable under this provision.
Entire Agreement. This Agreement together with any attachments constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein.
Updates to Agreement. Please note that this Agreement is subject to change by Reve in its sole discretion at any time. When changes are made, Reve will make a new copy available at https://api.reve.com/. Reve will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for new users of the API and will be effective thirty (30) days after posting notice of such changes for existing users of the API. Reve may require Customer to provide consent to the updated Agreement in a specified manner before further use of the API is permitted. If Customer does not agree to any change(s), Customer should stop using the Reve Technology. Otherwise, Customer’s continued use constitutes acceptance of such change(s).
Previous versions of this agreement are available: