Revcord Terms and Conditions

Effective Date: April 15, 2025
Last Updated: April 15, 2024

This Terms of Service (ToS) and End-User License Agreement (EULA) is a legally binding agreement between Stonehenge Properties, Ltd. dba Revcord (“Revcord”) and you (“User,” “Buyer,” “Customer,” “Licensee”). It governs the use of Revcord’s products, software, services, cloud-based solutions, and associated components.

By installing, deploying, copying, accessing, or using Revcord’s Products or Services, you agree to be bound by this agreement. If you do not agree,you must not install or use the Products and may return them within 30 days for a refund (excluding shipping and handling costs).

NOTE: If you are a Revcord Dealer, systems integrator or are otherwise installing this Product on behalf of a third party, you shall ensure that you have their acceptance of this End-User License Agreement and their consent to provide end-user personal data for registration with Revcord Systems if such voluntary option is applied.

1. DEFINITIONS

1.1 “Product” – Includes Revcord software, hardware, cloud-based services, printed materials, electronic documentation, and any updates.

1.2 “Software” – Revcord’s proprietary programs, including updates, upgrades, patches, and bug fixes.

1.3 “Services” – Any cloud-based, subscription-based, or support offerings provided by Revcord.

1.4 “Licensee” – Any entity or individual who installs, accesses, or uses Revcord’s software or services.

1.5 “Software License Code (SLC)” – A unique identifier assigned to each licensed copy of Revcord’s software.

2. LICENSE TERMS & USAGE RESTRICTIONS

2.1 License Grant

Revcord grants Licensee a non-exclusive, non-transferable, revocable license to use the Software in object code form only, subject to the conditions herein. For Revcord products where a Software License Code (“SLC”) is required, the license you have been granted is identified by the Software License Code you have received when purchasing the Product. The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Note that all software parts of Product are licensed to you, not sold.

2.2 Usage Restrictions

Licensee may not:

Modify, distribute, sublicense, or create derivative works of the Software.
Reverse-engineer, decompile, decrypt, or disassemble any part of the Software.
Use the Software for any unlawful or unauthorized surveillance purposes.
Utilize artificial intelligence (AI) or machine learning to reproduce, adapt, or develop any software or technology substantially similar to Revcord’s Software.
Assist, permit, or authorize any third party to use AI to replicate or derive the design, structure, or conceptual framework of the Software.

Violation of this AI restriction will be considered a material breach and entitle Revcord to terminate this Agreement immediately and seek legal remedies.

2.3 Cloud Deployment

Cloud-based deployments of Revcord Products are only permitted if they are hosted and managed by Revcord.
Self-hosted or third-party hosted deployments are not allowed unless explicitly authorized in writing by Revcord.
Revcord makes commercially reasonable efforts to ensure system availability but does not guarantee uninterrupted access or that the Services will be error-free.
Any custom scripts, deployment tooling, or access methods provided by Revcord are delivered “as is” and without warranty.

2.4 Remote Updates

Revcord may deploy updates, patches, and fixes remotely to ensure product security, stability, and compliance.
Licensee agrees to allow such updates, and failure to install or apply updates may result in restricted functionality or security risks.

3. ACCEPTANCE ON BEHALF OF ORGANIZATION

If you are installing, accessing, or using the Software on behalf of an organization, company, or another legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement.
The term “you” in this Agreement shall also apply to that entity, and all end users under its control.
If a different division or entity is responsible for payment or license procurement, it is your responsibility to ensure you are authorized to access the Software under that license.
Revcord shall have no obligation to verify internal delegation of authority between divisions or users.
Use of the Software without proper authorization may result in license suspension or termination.

4. PAYMENT TERMS & ORDER CONDITIONS

4.1 Pricing & Payment

Prices are listed in U.S. dollars, payable in Houston, Texas, USA.
Unless otherwise specified in writing, payment terms are Net 30 days from the date of invoice.
Payments may be made by credit card, ACH, wire transfer, or other approved methods.
If someone other than the end-user is financially responsible (e.g., another department, division, or third-party payer), Buyer and User acknowledge that license activation remains conditional upon payment, and Revcord may communicate directly with the designated payer for collection purposes.

Failure to comply with payment terms results in forfeited discounts and may lead to license suspension.

4.2 Minimum Order Requirement

The minimum order value for any shipment is $250. Orders below this threshold will not be processed unless waived in writing by Revcord.

4.3 License Activation & Suspension

Revcord provides a temporary license (45 days) for all systems sold.
If payment is not received within 45 days, web-based applications will cease operation.
Recording functionalities remain active, but access will be restricted until full payment is received.

5. PATENTS AND INTELLECTUAL PROPERTY INDEMNITY

Revcord has the right to defend or settle any third-party claim alleging that a Revcord Product infringes a U.S. patent. Revcord will pay any
resulting court-approved judgment or settlement.
These obligations apply only if Buyer promptly notifies Revcord in writing and provides cooperation in the defense.
If a Product is found to infringe, Revcord may:
- Obtain rights for continued use,
- Modify or replace the Product,
- Remove the Product and refund the purchase price less depreciation.

Revcord is not liable for claims arising from:

Use with other products,
Modifications requested by Buyer,
Compliance with Buyer specifications,
Practicing processes using the Product.

This section provides the exclusive remedy for any infringement claim.

6. RETURNS, INSPECTIONS, AND ORDER HOLDS

Buyer must inspect Products upon delivery and notify Revcord within 30 days of any damage, shortage, or nonconformity.
Returns due to “ordered in error” or cancellation must be requested within 30 days and require a Return Authorization Number issued by
Revcord. A restocking fee may apply.
If Buyer issues a hold or stop-work order, Revcord may treat it as a cancellation and apply applicable charges.

7. SECURITY INTEREST

Revcord retains a security interest in unpaid Products. Until fully paid, Buyer may not transfer, sell, or encumber them.
Buyer authorizes Revcord to file financing statements and take necessary actions to protect this interest.

8. FORCE MAJEURE

Revcord shall not be liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural
disasters, acts of war, labor disputes, supply chain interruptions, or governmental restrictions.
If such delay lasts more than six (6) months, Revcord may cancel the affected order without liability.

9. WARRANTIES & LIMITATION OF LIABILITY

9.1 Product Warranty

Revcord warrants that its Products are free from defects in materials and workmanship under normal use and service for the applicable
warranty period stated in the Price Schedule.
This warranty does not cover defects arising from misuse, modification, improper installation, abuse, accidents, neglect, or unauthorized
repairs.
Any warranty claim must be submitted in writing within 14 days of discovering the defect and within the warranty period.

9.2 Exclusive Remedies for Defective Products

Revcord’s sole obligation under this warranty is to:
- Repair or replace the defective Product, or
- Issue a credit for the purchase price, at Revcord’s discretion.
The replacement may be new or refurbished and will carry only the remaining warranty of the original Product.

9.3 Disclaimer of Additional Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, REVCORD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.4 Limitation of Liability
IN NO EVENT SHALL REVCORD BE LIABLE FOR:

Special, indirect, incidental, punitive, or consequential damages, including but not limited to lost profits, lost revenue, data loss, business
interruptions, or reputational harm.
Damages exceeding the total amount paid by Buyer in the last 12 months preceding the claim.
Revcord is not responsible for any third-party products, services, or integrations, even if sold alongside Revcord’s Products.

9.5 No Liability for Certain Losses
Revcord shall not be liable for:

Buyer’s failure to use the Product as intended.
Losses due to unauthorized modifications or third-party alterations.
Cybersecurity incidents caused by Buyer’s own network, configurations, or failure to maintain adequate security.
Buyer’s inability to access stored data due to non-payment or expired licensing.

10. DATA AGGREGATION
Revcord may collect, use, and retain de-identified and aggregated data derived from Customer’s use of the Products and Services, including telemetry, usage statistics, system performance metrics, and diagnostic data (“Aggregated Data”), solely for the purposes of:

Product development and enhancement
Troubleshooting and support improvement
Usage analytics and benchmarking
Training and refinement of AI models

Revcord shall ensure that Aggregated Data does not contain personally identifiable information or customer-specific content, and cannot be used to identify Customer or its users.

11. TRANSCRIPTION SERVICES

11.1 Ownership & IP

Customer retains all rights, title, and interest in the original audio and the resulting transcripts.
Revcord does not claim ownership over any transcribed content.

11.2 Accuracy Disclaimer

Transcription is provided “as is” and may contain errors.
Revcord does not guarantee 100% accuracy and is not liable for transcription errors or resulting damages.

11.3 Use of Aggregated Metadata

De-identified usage data (e.g., average file length, word count, language model performance) may be collected and used under the existing Section 10 (Data Aggregation).

11.4 Retention Period
Transcripts and associated audio are retained for a maximum of five (5) years, unless otherwise agreed in writing or deleted upon Customer request.

11.5 Customer Responsibility

Customer is solely responsible for how transcripts are used, shared, or stored.
Customer is responsible for compliance with laws, including privacy, privilege, and evidentiary rules.

12.GOVERNANCE

12.1 Export Compliance
Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

11.2 U.S. Government Restricted Rights
Revcord’s commercial software and commercial computer software documentation is provided to United States Government agencies in
accordance with the terms of this Agreement, and per subparagraph “(c)” of the “Commercial Computer Software – Restricted Rights” clause at FAR 52.227-19 (June 1987). For DOD agencies, the restrictions set forth in the “Technical Data – Commercial Items” clause at DFARS 252.227-7015
(Nov 1995) shall also apply.

Revcord Terms and Conditions

IMPORTANT LINKS

CONTACT