TERMS AND CONDITIONS

Effective Date: March 01, 2023

1. DEFINITIONS

2. PERSONAL ACCOUNT

2.1. In order to become a Client and order Services from Revpanda a User shall register a Personal Account on the Site.

2.2. A person may apply for Personal Account only if he/she is 18 years of age or over and it is legal for him/her to do so according to the laws that apply in his/her country. A legal entity shall be represented by the due authorized person.

2.3. Personal Account can be opened by submitting due information in the Site:

2.4. After submitting all the required information, a User shall tick the gap that he\she read, fully accepts and acknowledges the Agreement and all of its addendums. A User shall not in any means continue the process of registration of Personal Account on the Site if he in any form disagrees with the Agreement or the Agreement directly prohibits him to do that. If, during the usage of Personal Account, as a consequence of certain events, the Client will find himself in a position of terminally breaching the Agreement he should terminate the Agreement in the shortest time possible if such events can’t be overcomed.

2.5. A User shall ensure that information provided at or after registration is always accurate and kept up to date.

2.6. A Client will be able to change information provided at registration by editing its Personal Account or by contacting a member of Revpanda support team.

2.7. A Client must not disclose its login details to anyone and allow anyone else to use them. A Client is responsible for the security of his Personal Account.

2.8. Everyone who identifies themselves by entering correct login details is assumed by Revpanda to be an owner of Personal Account and that all transactions from this Personal Account have been done correctly, willingly and shall be regarded as valid and attributed to Client.

2.9. It is Clients sole responsibility to ensure that at all times it complies with the laws that govern his activities and that he has the complete legal right to have a Personal Account on the Site.

3. SCOPE OF SERVICES

3.1. Revpanda will use commercially reasonable efforts to provide Services duly ordered by the Client and transfer all the due Deliverables, and the Client undertakes to accept and pay for such Services and Deliverables.

3.2. Revpanda may offer the following Services:

3.3.The company has the right to provide additional services, the subject of which is discussed with the Client in a particular case.

3.4. Revpanda reserves the right to refuse taking the order, made by the Client due to team workload and unforeseen circumstances. In such case Revpanda will inform and fully reimburse the Client with the money he paid for the Services.

4. ORDERING OF THE SERVICES

4.1. Inside a Personal Account the Client may see all the Services, that he could request from Revpanda, prices, his statistics and info about the Services in progress and Services already rendered. The Client can also contact the manager for any kind of support by the email specified below or by making a comment inside Personal Account in the project page.

4.2. To order a service from Revpanda the Client should choose the needed service inside his Personal Account and create a project. In the opening page the Client will be asked to fill in the certain gaps with required information about himself, language of the translation\copywriting, actual scope of the Services to be provided and so on.

4.3. After choosing all the variables, noted in clause 4.2, the Client`s order will be formed in right part of the screen with a final price. By clicking the button «Pay Now» the Client receives the option to choose from the available payment methods and receive an invoice to pay for the requested Services.

4.4. Subscription to Website ISP Monitor Services (Block Monitor).

This clause applies solely to the types of Services described in clause 3.2.7, which are subscription-based. The following terms apply for subscriptions to this type of Services:

When the Client makes payments, the transaction is processed by a third-party payment provider and the Client’s financial information is not shared with Revpanda. Revpanda is not responsible for the processing of payments and shall not be liable for any matter in connection therewith. The Client agrees to keep its stored payment credential up to date. When the Client provides a payment credential, the Client confirms that it is permitted to use that payment credential. When the Client funds a transaction, it authorizes Revpanda and its payment service provider to charge the full amount to the payment credential the Client designates for the transaction. The Client authorizes the payment service providers used by Revpanda to collect and store that payment credential, along with other related transaction information. Sales, promotions and other special discounted pricing offers (if any) are temporary and, upon the renewal of the Client’s subscription, any such discounted pricing offers may expire. Revpanda reserves the right to update its pricing and/or discontinue or modify any subscription plans, coupons, credits, sales and special promotional offers at its sole discretion. If Revpanda changes its prices for the Client’s type of subscription, the Client’s initial quote will remain through the term of the Client’s subscription.

5. PRICES AND PAYMENTS

5.1. The Client shall pay Revpanda for the rendering of the Services in full.

5.2. The prices are established by the Revpanda considering the type of client, market situation and a current workload of the team. Consider all of these factors Revpanda notifies that price may increase and decrease considerably from time to time.

5.3. If an invoice is issued for the particular type of Service, the final pricing, regarding all the mentioned circumstances is finalized in the invoice.

5.4. The Client can pay for the Services in one of the available fiat currencies or in crypto.

5.5. If the Client-legal entity does not have a VAT number, VAT 20% will be added to the price. VAT also added if the Client is a natural person.

5.6. All the Services are rendered by the Revpanda to the Client strictly on the basis of prepayment.

5.7. The Client can pay for the Services using any of the available payment method incorporated into the Site.

5.8. The Services are considered paid by the Client when the money reach Revpanda`s bank account. Only after that Revpanda is obliged to start rendering services to the Client.

6. PROVISION OF SERVICES

6.1. During the rendering of the Services, Deliverables will appear and display in the Personal Account of the Client on the Site in due project.

6.2. The Client can oversee the Deliverables, make comments and communicate with the Revpanda manager in the due section of the project. The Client has the right to ask questions\to make amendments about the subject of Deliverables up to ten (10) times. Revpanda manager can make amendments in the Deliverables based on the comments of the Client. The Client understands and agrees that the restrictions of number of amendments is imposed to shorten the required time and make the discussion more substantial. Revpanda and the Client acknowledge and agree to act in mutual benefit and good faith regarding the amendments to the Deliverables.

6.3. To accept the rendering of the Services the Client should change its status to «Completed». In order to do so, the Client should use the confirmation buttons on the project page where the Deliverables are displayed in the Personal account. When the Client ticks the check marks that he confirms that all services were provided on time and in full, that he has no complaints about the quality of services and Deliverables. By ticking the check mark the Client agrees that all the Services are rendered and loses the opportunity to make amendments in the result of rendering of the Services.

6.4. If the Client does not accept the rendering of the Services and does not ask to make amendments in the 5 (five) business day term since the services has been rendered and displayed as such in the Personal Account of the Client, the rendering of the Services is considered to be accepted automatically with all the consequences, mentioned in the clause 6.3.

6.5. Clauses 6.1 - 6.5 do not apply to the types of Services described in clause 3.2.7.

6.6.The provision of certain Services may be conditioned upon the Client’s providing of certain information or setting up its account in a particular way. In such cases the Services will be rendered by Revpanda once all required information has been provided or actions have been taken.

6.7. Revpanda reserves the right to, in some cases, to subcontract for the provision of services to the third party. Revpanda shall be solely responsible for the results of work of these subcontractors.

7. RESPONSIBILITIES

7.1. The Client is responsible for all losses he may incur in his fraudulent activity on the Site.

7.2. Revpanda will take reasonable care to ensure that any information provided to the Client is an accurate reflection of the information contained in Revpanda`s computer systems or, where the information is provided by a third party, accurately reflects the information received from that third party.

7.3. The Client acknowledges that Revpanda will use the email address he provides on the Personal Account or as updated by him from time to time as the primary method for communication with him. The Client must monitor the Primary Email Address he provided to Revpanda and his Primary Email Address must be capable of both sending and receiving messages. Client`s email communications with Revpanda can only be authenticated if they come from his Primary Email Address.

7.4. The Client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Revpanda.

7.5. The Client agrees not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Revpanda`s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

7.6. The Client agrees not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

7.7. The Client may not:

7.8. The Client may not reproduce, modify or in any way commercially exploit the Site. In particular, the Client may not redistribute any of the content, used on Site, including by using it as part of any library, archive or similar service; or remove any copyright or trademark notice from any copies without the prior written permission of Revpanda.

7.9. The Client will ensure that any information he provides to Revpanda in connection with the use of the Site is to the best of his knowledge complete, accurate and up-to-date.

8. PRIVACY REGULATIONS

8.1. Revpanda is firmly committed to protect privacy of your personal information and the personal information of your clients. By ordering services on the Site, you acknowledge and agree that Revpanda`s collection, usage and disclosure of this personal information is governed by our Privacy Policy (Addendum №2).

8.2. To the extent that Revpanda processes personal information of your clients as a «data processor» or «service provider» under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Revpanda`s collection and use of personal information is also subject to our Data Processing Addendum (Addendum №1).

9. CONFIDENTIALITY

9.1 Confidential Information will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, Client lists, prospective Client lists, names, addresses and other information regarding Clients and prospective Clients, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Revpanda’s Confidential Information includes all information that the Client receives relating to Revpanda, or to the Services, that is not known to the general public including information related to Revpanda`s security program and practices. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under the Agreement and in accordance with any other obligations in this Agreement including this Section.

9.2 Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

9.3 Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Revpanda retains all right, title, and interest in IPR (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein), Owned by the Revpanda during the provision of the Services. Except as expressly stated in this Agreement, nothing is intended to grant the Client any rights to any of Revpanda`s trademarks, service marks, brand names, copyrights, patents or trade secrets, or any other intellectual property or proprietary right. The Client shall not use any of Revpanda`s brand names, designations and trademarks, or Marks other than as permitted in this Agreement. The Client agrees that Revpanda may use any suggestion, comment or recommendation without any compensation if the Client chooses to provide to Revpanda with such ideas. Copyright in the pages of the Site, in the screen displaying the pages and, in the information, texts, graphics and material contained therein and their arrangement is owned by Revpanda, unless otherwise stated. Reproduction of the pages of the Site in whole or in part, without the prior written consent of Revpanda, is strictly prohibited unless for private, non-commercial viewing purposes.

10.2. Revpanda hereby represents and warrants that the Deliverables shall not to Revpanda knowledge infringe the copyright, patent, trade secret, or any other intellectual property right of any third party; Deliverables shall not to Revpanda knowledge be obscene, libelous, or, to Revpanda knowledge, violate the right of privacy or publicity of any third party; and the Deliverables will not, to Revpanda knowledge, contain any virus, trap door, worm, or any other device that is injurious or damaging to software or hardware used in conjunction with the Deliverables.

11. LIMITATION OF LIABILITY, INDEMNIFICATION AND WARRANTIES

11.1. The Client expressly understands and agrees that, to the extent permitted by applicable laws, Revpanda and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or this Agreement (however arising, including negligence).

Revpanda makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, services, applications, or hardware obtained from third parties and used by Revpanda to provide certain particular Services to the Clients, including the types of Services described in clause 3.2.7.

Revpanda shall not be liable for delays, interruptions, service failures, and other issues caused by Client's own systems or by third party tools, applications, services, APIs (including results returned by such third-party APIs), or software used by Revpanda to provide certain particular Services to the Clients, including the types of Services described in clause 3.2.7.

11.2. The Client agrees to indemnify and hold Revpanda and (as applicable) its parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) his breach of this Agreement or the documents it incorporates by reference (including the AUP); (b) or his violation of any law or the rights of a third party; or (c) any aspect of the transaction between him and his Client, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws, or his breach of this Agreement.

11.3. The Client will be responsible for any breach of this Agreement by his affiliates, agents or subcontractors and will be liable as if it were his own breach.

11.4. The Client use of the Services is at his sole risk. The Services are provided on an «as is» and «as available» basis without any warranty or condition, express, implied or statutory.

11.5. without any warranty or condition, express, implied or statutory.

11.6. Revpanda does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

11.7. Revpanda is not responsible for any of Client`s tax obligations or liabilities related to the use of Revpanda Services.

11.8. Revpanda does not warrant that the quality of any Services purchased by the Clients through the Site will meet his expectations, or that any errors in the Services will be corrected.

11.9. Revpanda warrants that any intellectual property furnished by Revpanda to Client during the provision of services under this Agreement does not infringe or violate any intellectual property rights of a third party or is otherwise unauthorized in any way.

11.10. Any claim with respect to the alleged breach of warranties shall be made within two (2) years from the delivery of the portion of the Services or Deliverables that concern such breach. Upon expiration of the foregoing term a Party shall not be entitled to any remedies for the breach of warranties.

12. TERMINATION

12.1. Revpanda reserve the right to terminate the provision of Services to the Client, at its sole discretion and time without notice or liability to the Client, if the Client terminally breached this Agreement.

12.2. The Client reserves the right to cancel the provision of the requested Services at his own will with a mandatory 5 (five) working days prior notice and without any reimbursement from Revpanda. The Client can cancel the provision of the requested Services by sending an email to [email protected] or through the manager inside Personal account.

12.3. Revpanda reserves the right to terminate the provision of Services already paid in accordance with clause 3.5. In such case Revpanda shall fully reimburse the Client.

12.4. Upon any termination, or cancellation of Services between the Client and Revpanda, the following provisions of the Agreement will survive: Service Terms; Confidentiality; Intellectual Property Rights; Warranty Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions.

13. STAFF SOLICITATION

13.1. During the term of this Agreement and for a period of two (2) years thereafter, neither Party shall solicit or offer employment to or enter into independent contractor agreement with any current or former Staff of other Party or of the other Party’s affiliate, without the other Party’s written consent.

13.2. The Parties hereto believe that actual damages in the event of violation of Section 13.1 will be difficult to determine and, therefore, agree that either Party violating this provision shall pay to the other Party as liquidated damages the sum of thirty thousand EUR (30,000) for each Staff who remains employed or contracted by the hiring Party more than 30 (thirty) calendar days after receiving the former employer Party’s written notice of breach under the preceding paragraph. Clause 10.1 shall not apply to liquidated damages payable under this Clause 13.2.

14. JURISDICTION

14.1. This Agreement will be governed by and construed in accordance with the substantive laws of Estonia.

14.2. The Client hereby irrevocably waives any objection which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in the above-mentioned jurisdictions, and hereby further irrevocably waive any claim that such jurisdictions are not convenient forums for any suits, actions or proceedings

15. MODIFICATIONS

15.1. Revpanda has the discretionary right to amend the Agreement in order to comply with applicable laws and regulations or for a number of other reasons from time to time. Any minor changes may be made at any time and the Client is strongly advised to review the Agreement on a regular basis.

15.2. Revpanda will notify the Client about significant or major changes in advance via email or by having a notice on the Site about is. Any such amendment will take effect upon posting of the revised Agreement, unless it is determined otherwise at the time of posting or sending the notification.

15.3. Client`s continued participation in the Agreement after a change or update has been made will constitute Client`s acceptance to the revised Agreement. If the Client does not agree with the modifications, he shall terminate its participation in the Agreement immediately.

15.4. Modifications may include, but are not limited to, changes in the scope of available Services, payment rates, payment procedures, scope of services and so on.

16. NOTICES

16.1. Any notices or other communications provided by Revpanda under this Agreement, including those regarding modifications to these Agreement, will be given by Revpanda: (i) via Primary Email Address; or (ii) by posting to the Site. For notices made by e-mail, the date of the receipt will be deemed the date on which such notice is transmitted.

17. MISCELLANEOUS

17.1. Agreement will not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Client and Revpanda. The Client will have no authority to make or accept any offers or representations on Revpanda`s behalf.

17.2. Agreement will be in writing and given by Revpanda via email or other electronic means of communication as specified in this Agreement and in the Services Agreement. All notices or other communications regarding this Agreement should be addressed by the Client via email specified in the below.

17.3. The party’s consent to Receive Communications in Electronic Form. For contractual purposes, parties make electronic document, signed by the due authorized person is going to be considered the normal activity.

17.4. The Client frees agree that this Agreement and all agreements, amendments, notices, disclosures, and other communications satisfy any legal requirement that such communications would satisfy if it were in writing.

17.5. The Clients will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Revpanda prior written consent. Any purported assignment or delegation by The Client without Revpanda`s appropriate prior written consent will be null and void. Revpanda may assign this Agreement or any rights hereunder without Client`s consent.

17.6. The failure by the party to exercise, or delay in exercising, a legal right or remedy provided by this Agreement or by law shall not constitute a waiver of its right or remedy.

17.7. This Agreement constitutes the entire agreement between the Client and Revpanda and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Disclaimer

Every effort has been made to provide accurate information. In special, unprecedented circumstances such as pandemics or natural or economic disasters this policy will not apply. Revpanda can accept no responsibility for errors or omissions. Revpanda reserve the right to introduce changes to the information given here.

This Data Processing Addendum («Addendum») amends the Revpanda Terms and Conditions (the «Agreement») by and between you and Revpanda OÜ, a company registered in Estonia with a company number 14965793 and located at Keemia tn 4, Kritiine district, 10616 Harju county, Tallinn, Estonia («Revpanda»).

1. DEFINITIONS

«Data Protection Legislation» means European Union Regulation 2016/679 (the «General Data Protection Regulation») or California Civil Code Section 1798.100-1798.199 (the «California Consumer Privacy Act of 2018»), as applicable, and any legislation and/or regulation implementing or made pursuant to it, or which amends or replaces any of it, and any other applicable legislation; «Data Processor», «Data Controller», «Data Subject», «Processing», «Subprocessor», and «Supervisory Authority» shall be interpreted in accordance with the General Data Protection Regulation; «Service Provider» shall be interpreted in accordance with the California Consumer Privacy Act of 2018; «Personal Data» as used in this Addendum means information that relates to, or could reasonably be linked with, to an identifiable or identified Data Subject who visits or engages in transactions in the website (a «Client»), which Revpanda Processes as a Data Processor or Service Provider in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that Revpanda Processes in the context of services that it provides directly to a consumer. «Data Subject Request» as used in this Addendum means a request for access, erasure, rectification, or portability of your Client’s Personal Data; and «Site» means the website at the domain https://revpanda.com/ owned by the Revpanda. All other capitalized terms in this Addendum shall have the same definition as in the Agreement.

2. DATA PROTECTION

2.1. When Revpanda Processes Personal Data in the course of providing the Services, Revpanda will:

2.2. In the course of providing the Services, you acknowledge and agree that Revpanda may use Subprocessors to Process the Personal Data. Revpanda’s use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between Revpanda and Subprocessor that requires comparable protections to this Data Processing Addendum.

3. MISCELLANEOUS

3.1. In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Revpanda may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Revpanda’s website, available at Revpanda Data Processing Addendum and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to Revpanda’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Services.

3.2. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.

3.3. The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the Estonia applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Estonia with respect to any dispute or claim arising out of or in connection with this Addendum.