Skip to main content

Legal

NexRev General Terms and Conditions

Las Updated October 13, 2026

GENERAL TERMS AND CONDITIONS

THESE GENERAL TERMS AND CONDITIONS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY.

THESE GENERAL TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. YOU HAVE THE RIGHT TO OPT OUT. SEE SECTION 14 BELOW.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES (AS DEFINED BELOW), OR BY USING NEXREV’S SITE OR ITS PRODUCTS OR SERVICES, YOU ACCEPT AND ARE BOUND BY THESE GENERAL TERMS. IF YOU PURCHASE ONLY PHYSICAL PRODUCTS, YOU MAY OPT OUT OF THESE GENERAL TERMS BY RETURNING THE PRODUCT ACCORDING TO THE RETURN POLICY. SEE SECTION 15.11 BELOW.

YOU MAY NOT USE, ORDER, OR OBTAIN PRODUCTS OR SERVICES IF YOU (A) DO NOT AGREE TO THESE GENERAL TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE WEBSITE, APPS, OR ANY OF THEIR CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.

NOTICE TO PARENTS AND/OR GUARDIANS: You are responsible for monitoring and supervising your child's use of the Products and Services. If your child is using the Products or Services without your express consent and is under the age of eighteen (18), please contact us immediately so that we can disable his or her access.

THESE GENERAL TERMS AND CONDITIONS (including any applicable Service Terms and Product Terms, which by this reference are incorporated herein ("Agreement" or “General Terms”), are a binding agreement between NexRev LLC ("NexRev") and the purchaser identified in the Order (whether a Business Customer or a Consumer Customer, as the case may be, "Customer") setting out the terms on which the Customer is purchasing products and services directly from NexRev. NexRev and Customer may be individually referred to as a "Party" or collectively as the "Parties." These General Terms apply unless NexRev and the Customer have entered into a separate written agreement for such Order. By purchasing NexRev products or services either (1) via an order directly with NexRev, (2) clicking a box indicating acceptance of the Order via this Website, or (3) accepting delivery and using products or services from NexRev, Customer agrees to be bound by these General Terms.

The Parties agree as follows:

Section 1. Customer Types and Applicability

1.1 Applicability. These General Terms apply to both Business Customers and Consumer Customers. Where specific provisions apply only to Business Customers or only to Consumer Customers, this will be clearly indicated. If Customer is uncertain which customer type applies, Customer is presumed to be a Consumer Customer unless Customer identifies itself as a business entity in the Order or account registration.

1.2 Electronic Signatures and Consent (Consumer Customers). For Consumer Customers: By clicking "I Agree," checking a box, or electronically submitting an Order, Customer agrees to be bound by these General Terms and acknowledges consent to conduct business electronically. Customer has the right to receive a paper copy of this Agreement by contacting NexRev at This email address is being protected from spambots. You need JavaScript enabled to view it..

1.3 Communications Consent. By providing contact information by means of email, phone number, mobile number or like methods of electronic communication, Customer consents to receive electronic communications from NexRev through such means in accordance with these General Terms and Section 5.3 and Section 5.4 of NexRev's Privacy Policy (available at www.nexrev.com/privacy) (“Privacy Policy”).

For Consumer Customers: By providing a mobile phone number, Customer expressly consents to receive SMS/text messages including transactional and (if Customer opts-in) marketing messages in accordance with the Telephone Consumer Protection Act (TCPA). Message and data rates may apply. Customer may text “STOP” to opt-out of marketing messages at any time. Refer to the Privacy Policy for additional details.

Section 2. Definitions

Capitalized terms that are not defined have the meaning given to them in Attachment A.

Section 3. Purchase Terms

3.1 Orders

Customer may order Services and Products by submitting electronically an initial Order through the Website and, for subsequent orders, through the customer portal on the Website (the “Customer Portal”). A Purchase Order ("PO") may be attached to the Order. The Order will include relevant Services and/or Product information, appropriate legal entities, "ship to" and "bill to" locations (where applicable) and requested delivery date (where applicable). An Order will become binding when it is executed by the Customer and accepted by NexRev. Customer may purchase additional Services and Products via the Customer Portal.

By ordering Services or Products, Customer accepts and agrees to the terms and conditions to the Services or Products set forth in the following policies or attachments to this Agreement, as applicable, each of which is incorporated into and made a part of this Agreement for all purposes:

  • Attachment A – Defined Terms
  • NexRev Software License Agreement
  • NexRev Sale of Hardware Terms and Conditions
  • NexRev Hardware Warranty Terms
  • Safety insert document(s)

3.2 Invoicing and Payment

  1. Prices and Charges

All prices for Services or Products are in US dollars and in the amounts set forth in the Order. Customer will be liable for all charges resulting from use of the Services or the purchase of Products on Customer's Account. Recurring charges for the Services begin on the Start Date and will continue for the Term. Recurring charges will, once incurred, remain in effect for the Initial Term (as described in an Order Form) or the then-current Renewal Term. NexRev will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. See Section 3.2.C. for subscription terms.

  1. Billing and Payment

All Services and Products must be purchased via valid credit or debit card or electronic bank transfers via ACH at the time of purchase, except for invoiced purchases above $10,000.00 for Business Customers as provided below. By providing a valid credit or debit card or bank account and routing number, Customer is expressly authorizing all Services and Products charges and fees to be charged to such payment method, including recurring payments billed on a monthly or annual basis and in accordance with Section 3.2.C, as applicable. In addition, Customer authorizes the use of the designated credit or debit card or ACH account for payment of any additional Services and Products purchased during a billing period, with such charges applied within that billing period.

For Business Customers: Purchase Orders may be submitted with Orders, and Customer may request invoicing for purchases above $10,000. Payment terms for invoiced purchases are Net 30 unless otherwise agreed in writing by NexRev.

For Consumer Customers: Payment must be made at time of purchase via credit card, debit card, or ACH.

Recurring charges are billed in advance in the frequency set forth in the Order Form. Credit and debit card payments are subject to the approval of the card issuer, and NexRev will not be liable in any way if a card issuer refuses to accept, or declines, a credit or debit card, or any charge thereto, for any reason. Customer is responsible for any credit or debit card chargeback or similar fees for refused, rejected or declined payments. If the credit or debit card associated with Customer's Account is declined or fails for any reason, NexRev will send Customer a notice using the contact information associated with Customer's Account. NexRev may continue to attempt charging Customer's designated payment method for outstanding charges and additional fees along with any other rights and remedies available to NexRev under this Agreement, at law or in equity.

Customer understands that the authorizations provided in this Section will remain in full force and effect until Customer notifies NexRev in writing that Customer wishes to revoke this authorization. Customer understands that NexRev requires at least three (3) business days’ prior notice in order to cancel this authorization.

  1. Subscription, Automatic Renewal

Automatic Renewal. YOUR NEXREV SUBSCRIPTION AUTOMATICALLY RENEWS AND WILL CONTINUE UNTIL CANCELLED. YOU WILL BE CHARGED DIRECTLY BY NEXREV OR THROUGH YOUR NEXREV AUTHORUZED RESELLER. FOR ANNUAL SUBSCRIPTIONS, WE WILL SEND YOU A NOTICE OF RENEWAL IN ACCORDANCE WITH APPLICABLE LAW.

Prices and Payment Terms. THE SERVICES ARE PAID, AUTO-RENEWING SUBSCRIPTION SERVICES. YOU WILL BE CHARGED THE STATED SUBSCRIPTION AMOUNT FOR THE SUBSCRIPTION PERIOD UPON COMPLETION OF YOUR REGISTRATION AND SUBMISSION OF YOUR PAYMENT INFORMATION.  YOU WILL BEGIN TO BE BILLED AUTOMATICALLY ACCORDING TO THE SUBSCRIPTION TERM YOU HAVE SELECTED.

If you have selected a monthly subscription, we will bill you automatically each month (about every 30 days) until you cancel. If you have selected a one year or longer subscription, we will bill you automatically every 365 days, times the number of years in your subscription, until you cancel. Once we begin to bill you, cancellations take effect starting at the end of your current billing period, meaning there are no partial month refunds or credits.

YOU AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS, AS DESCRIBED ABOVE. YOU AGREE TO AUTOMATIC (RECURRING) BILLING AND AGREE TO PAY THE CHARGES MADE TO YOUR ACCOUNT IN CONNECTION THEREWITH. We will process payment for any renewal subscriptions using the same billing cycle as your current subscription. Your subscription and the recurring billing of your account will continue indefinitely until cancelled by you.

Price and Other Changes. Subscription fees may change at any time, to the fullest extent permitted under applicable law.  Price changes to your subscription shall apply after we provide reasonable advance notice to you. Price decreases to your subscription may occur upon notice.  Any other material changes to your subscription shall apply after we provide reasonable advance notice to you.

Cancellation. IF YOU ARE USING THE SERVICES AND YOU DO NOT WANT YOUR ACCOUNT TO RENEW AUTOMATICALLY, OR IF YOU WANT TO CHANGE OR TERMINATE YOUR SUBSCRIPTION, PLEASE CALL CUSTOMER SERVICE AT +1 (866) 601-5520, OR LOG INTO YOUR ACCOUNT, OR EMAIL This email address is being protected from spambots. You need JavaScript enabled to view it.. YOUR CANCELLATION WILL TAKE EFFECT STARTING AT THE END OF YOUR CURRENT BILLING PERIOD.

If you have a monthly subscription that begins on the first of the month but cancel mid-month, your cancellation will take effect as of the beginning of the following month. There are no refunds for billing periods that have already passed. IF YOU HAVE AN ANNUAL OR LONGER SUBSCRIPTION, YOUR CANCELLATION WILL BE EFFECTIVE AT YOUR NEXT SCHEDULED AUTO-RENEWAL. AFTER AN AUTO-RENEWAL OF YOUR ANNUAL OR LONGER SUBSCRIPTION, YOU MAY CANCEL YOUR SUBSCRIPTION WITHIN THIRTY (30) DAYS FOLLOWING THE AUTO-RENEWAL AND RECEIVE A FULL REFUND. Thereafter, no refunds will be available unless otherwise required by applicable law; provided that, if you purchased an annual or longer subscription with a new product and you return the product or equipment within ninety (90) days of its delivery, you may cancel your annual or longer subscription at the time of the return and receive a prorated refund of your annual or longer subscription fee, but the costs for shipping, restocking, installation, and delivery of your product will also be deducted from such prorated refund amount.

If you are accessing the Services or the Website through an application (including a mobile application), uninstall, and removal methods vary depending on your device or the marketplace through which you downloaded the application. To uninstall and remove a NexRev mobile application, please use the application manager provided with your device or consult your device manual for reference.

CONSUMER CUSTOMERS: The automatic renewal provisions set forth in this subsection C. are intended to apply solely to subscriptions entered into by Business Customers. If you are a Consumer Customer, the automatic renewal provisions of this subsection C. shall not apply to you. Consumer Customers may cancel their subscription at any time by contacting customer service at +1 (866) 601-5520 or email This email address is being protected from spambots. You need JavaScript enabled to view it.. Unless otherwise required by applicable Law, cancellation will be effective at the end of the then-current billing period, and Customer will have access to the Services through such period. Except as required by applicable Law, no refunds will be provided for any unused portion of the billing term.

  1. Taxes

All fees and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction, and depending on the Service and Product. Taxes will be collected upon payment of Customer's purchase or included in the recurring invoice for Services, if applicable. Taxes will be adjusted on the date in which those increases become effective as mandated by applicable Law.

  1. Billing Disputes

If Customer reasonably and in good faith disputes any portion of NexRev's charges, Customer may provide written notice to NexRev within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer's dispute as to any portion of the invoice will not excuse Customer's obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer shall pay any unpaid amounts within thirty (30) days. Unless prohibited by applicable Law, any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.  Customer’s failure to provide notice of any dispute regarding charges within the 30-day period, in accordance with  this Section, constitutes Customer’s acceptance of such charges and agreement to pay them.

Section 4. Confidentiality

4.1 General. Customer acknowledges that Services and Product may contain Confidential Information. Confidential Information disclosed to Customer will remain the exclusive property of NexRev. Customer may use NexRev’s Confidential Information solely as necessary to receive and use the Services or Product provided under this Agreement, and solely for Customer’s own internal business purposes (as applicable). Customer shall not disclose NexRev’s Confidential Information to any third party, except those employees or agents who have a need to know for purposes of performing under these General Terms and who are bound by confidentiality obligations no less restrictive than those set forth herein, and Customer shall remain responsible for any breach of this Section by such persons. Customer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own proprietary information of a similar nature, and in any event with at least a reasonable degree of care.

4.2 Exclusions. Confidential Information does not include any information that: (a) is already known to Customer without restrictions at the time of disclosure; (b) is or becomes known to the general public through no act or omission of Customer or its employees or agents in breach of these Terms; (c) is disclosed to the Customer by a third party who is not, to the knowledge of Customer, in breach of an obligation of confidentiality; or (d) is independently developed by employees and/or contractors of Customer who did not have access to, and without use of, NexRev's Confidential Information.

4.3 Period of Disclosure. Customers’ obligations regarding NexRev's Confidential Information will expire five (5) years from the date of disclosure; provided, however, that any Confidential Information that constitutes a trade secret will remain subject to the obligations of this Section until such information no longer qualifies as a trade secret under applicable Law.

4.4 Legally Compelled Disclosure. Customer may disclose NexRev's Confidential Information to the extent such disclosure is required pursuant to a judicial or administrative order, subpoena, or applicable Law, provided that, unless prohibited by applicable Law, Customer gives NexRev prompt written notice thereof and the opportunity to seek a protective order or other legal remedies, and Customer may disclose only that portion of the Confidential Information that is legally required to comply with such order, subpoena, or legal requirement.

4.5 Return or Destruction. Upon NexRev's written request, Customer shall promptly return or destroy all Confidential Information of NexRev (including all copies thereof), except to the extent Customer is required by law to retain such information. Upon request, Customer will provide written certification of compliance with this Section.

4.6 No Publicity. Neither Party will use any name, trade name, trademark, or other designation of the other Party in advertising, publicity, promotional or marketing materials, or any other activity, including announcements about this Agreement, without the express prior written consent of the other Party in each instance. Notwithstanding the foregoing, Customer may use NexRev's name and marks in a factual manner to identify NexRev as the provider of the Products or Services, provided such use: (a) is truthful and not misleading; (b) does not imply endorsement by NexRev beyond the scope of the Products and Services provided; and (c) complies with any trademark usage guidelines provided by NexRev.

Section 5. Intellectual Property and Data Security

5.1 Proprietary Information and Marks. Customer acknowledges that Services and Products, including any Software, contain proprietary information and materials owned by NexRev and protected by applicable Intellectual Property Rights and other applicable Laws. As between the Parties, NexRev retains all right, title, and interest in and to the Services, Products, Software, and all related Intellectual Property Rights. Except as expressly permitted by this Agreement, Customer shall not (a) use the Services or Products for any purpose other than its internal business  use in accordance with this Agreement; (b) copy, reproduce, modify, distribute, or create derivative works of the Services, Products, or Software; or (c) rent, lease, loan, sell, sublicense, or otherwise exploit the Services, Products, or Software in any unauthorized manner, including in any way that interferes with or disrupts the integrity or performance of the Services or related systems. Customer acknowledges that NexRev's name, logos, and all related product and service names, design marks, and slogans (the "NexRev Marks") are trademarks and service marks of NexRev. Customer shall not use the NexRev Marks without NexRev’s prior written consent, which may be withheld for any or no reason in NexRev’s sole discretion, except as expressly permitted in Section 4.6.

5.2 Data Security Requirements

NexRev will comply with the following data security requirements and provide sufficient evidence of its compliance upon reasonable request by the Customer:

  1. Acceptable Use. If the Services require NexRev to access or connect to any system or network of the Customer or require access to or transfer of any Confidential Information or Personal Information of the Customer, NexRev agrees that any access, connection or transfer will be used for the limited purposes set forth in this Agreement and the Privacy Policy. If NexRev receives access or connection to any system or network of the Customer, NexRev will hold all passwords, credentials or login information in strict confidence and not share this information with any third party for any reason.
  2. Protection of Information. NexRev will implement and maintain commercially reasonable technical and organizational controls and security methods to prevent any unauthorized use, disclosure of or access to, proprietary information, Personal Information, or other Confidential Information that Customer does not expressly authorize.
  3. Compliance. NexRev shall ensure that its controls and security methods will comply with all applicable federal and state laws, rules, and regulations regarding the privacy, confidentiality and security of Personal Information, as well as the terms and conditions of this Agreement.
  4. Security Incident Response. If NexRev determines that it has experienced a Security Incident involving Customer's Personal Information or Confidential Information, NexRev shall:
  5. Provide Customer, as soon as is reasonably practicable, with the following information, to the extent then available: (a) the date on which the Security Incident occurred, (b) the date on which NexRev discovered the Security Incident, (c) a brief description of such Security Incident, and (d) a description of the steps that have been, or will be, taken to investigate the Security Incident, mitigate its potential harmful effects, and prevent a recurrence. As allowed by law, Customer will treat any information received from NexRev in connection with a Security Incident as Confidential Information;
  6. Provide Customer, as soon as is reasonably practicable and in all events before NexRev delivers any security breach notification to any individual affected, regulator, law enforcement agency, consumer reporting agency or others as required by law or regulation, with a complete list, including name and mailing address, of each individual to whom NexRev will deliver the notice;

iii.           Provide Customer with a reasonable opportunity to review and comment upon any security breach notification that NexRev plans to deliver to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation before NexRev delivers such notice. Notwithstanding the foregoing, NexRev may provide such notification prior to providing Customer the information above and prior to the completion of Customer's review and comment period under this paragraph if it is necessary to comply with applicable Law. Customer will not be responsible for, and NexRev will indemnify, defend, and hold harmless Customer with respect to, any delay in notification, other than a delay caused by Customer's review of a notification described in this paragraph; and

  1. Subject to the limitations set forth in Section 6 (Limitation of Liability), indemnify, defend, and hold harmless Customer from and against reasonable third-party claims, damages, and expenses (including reasonable attorney's fees) directly resulting from NexRev's failure to comply with its obligations in this Section 5.2.D, provided that Customer: (a) promptly notifies NexRev in writing of such claim; (b) grants NexRev sole control of the defense and settlement of such claim; and (c) provides reasonable cooperation in the defense of such claim. This indemnification shall not apply to claims relating to Customer's acts or omissions, unauthorized use, or breach of this Agreement.

5.3 Consent to Use of Data. Customer agrees that NexRev and its Affiliates and subsidiaries may collect and use technical and related information as described in this Section and in NexRev's Privacy Policy (available at www.nexrev.com/privacy), including but not limited to Customer name, location of premises where the Software has been implemented, energy profile, building system performance data, and other technical information about Customer's energy management systems and application software, and associated hardware peripherals. NexRev may share aggregated, anonymized information with utility companies to facilitate demand response programs, obtain rate information, and improve energy efficiency programs, as further described in the applicable Service Terms and Privacy Policy. This information is gathered periodically to facilitate the provision of Software updates, Product support and other services to Customer related to the Software and to verify compliance with the terms of this Agreement. NexRev may use this information, as long as it is in a form that does not personally identify Customer or Customer's users, to improve NexRev's products or to provide services or technologies to Customer.

For complete information about how NexRev collects, uses, and protects personal information and Customer data, please refer to NexRev's Privacy Policy at NexRev.com/pages/privacy-policy, which is incorporated into this Agreement by reference.

Section 6. Limitation of Liability

6.1 Liability Exclusions. To the maximum extent permitted by applicable Law, and regardless of the basis of liability (e.g., whether arising in contract, tort (including negligence), statute, products or strict liability, or otherwise), in no event will NexRev or its suppliers and subcontractors be liable for any special, incidental, exemplary, indirect, or consequential damages, including, without limitation, damages for  downtime costs, loss or corruption of data, loss of revenues, profits, goodwill, or anticipated savings, costs of procurement of substitute goods or services, or business interruption, even if advised of the possibility of such damages. This limitation is independent of, and shall apply notwithstanding, any failure of essential purpose of any remedy set forth in these General Terms.

6.2 Cumulative Liability. To the extent permitted by applicable Law, NexRev's liability to Customer is limited to direct damages in an amount not to exceed (i) the total fees paid by Customer to NexRev under this Agreement in the twelve (12) months preceding the event giving rise to liability, or (ii) $1,000.00, whichever is less. This limitation is cumulative and not per incident.

6.3 Exceptions. The limitations set forth in Sections 6.1 (Liability Exclusions) and 6.2 (Cumulative Liability) will not apply to liability for: (a) claims arising from death or bodily injury caused by a Party's negligence or gross negligence; (b) claims arising from a Party's willful misconduct or fraud; or (c) NexRev's indemnification obligations under Section 5.2.D (Security Incident Response). These limitations will also not apply to any other liabilities which cannot be excluded under applicable Law.

6.4 Disclaimer of Liability for Trial/Pre-Release Products and Services. To the fullest extent permitted by applicable Law, Customer's use of any Trial, No-Charge, or Pre-Release Products or Services is at Customer’s sole risk, and NexRev shall have no liability whatsoever arising from or related to such use.

6.5 Consumer Customer Notice. For Consumer Customers: Some states do not allow the exclusion or limitation of incidental or consequential damages or other limitations of liability, so some of the foregoing limitations may not apply to you. Any applicable warranty under this Agreement gives you specific legal rights, and you may also have other rights which vary by state.

Section 7. Warranty Disclaimer

The warranties set forth in Section 11 (Warranties) apply to Product generally. Specific warranty terms for Software and Hardware are further detailed in the applicable Product Terms or Service Terms, which shall control in the event of any conflict with Section 11.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEXREV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT NEXREV CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

For Consumer Customers: Any applicable warranty under this Agreement gives you specific legal rights, and you may also have other rights which vary by state. Some states do not allow limitations on implied warranties or other limitations, so the above limitations may not apply to you.

Section 8. Provision of the Services

8.1 Permits. NexRev warrants to and for the benefit of Customer that NexRev will obtain, at its own expense, all permits and licenses that are required by law for NexRev to provide the Services under this Agreement.

8.2 Construction and Installation of Work. NexRev may perform any part of the Services that includes construction or installation in the Customer's premises or in off-site locations owned or controlled by Customer, including, without limitation, the installation of any Product that is, or will become, fixtures.

8.3 Subcontracting. NexRev may use subcontractors to fulfill its obligations under these Terms. NexRev will be responsible for its subcontractors' obligations hereunder.

8.4 Independent Contractors. The relationship of the Parties under these General Terms is that of independent contractors. Nothing set forth in these General Terms will be construed to create the relationship of principal and agent, franchisor/franchisee, joint venture, or employer and employee between the Parties. Neither Party will act or represent itself, directly or by implication, as an agent of the other.

Section 9. Use of the Services

9.1 Service Requirements. Customer is responsible for maintaining adequate Internet access and connectivity, networks and infrastructure, and power, and for ensuring that its systems meet NexRev’s technical specifications. NexRev shall have no responsibility for any unavailability, delay, or degradation of the Services to the extent attributable to Customer’s failure to satisfy the foregoing requirements.

9.2 Use Policies. Customer and its authorized users may use the Services only in compliance with this Agreement and applicable Law. Customer may not resell the Services. Customer must ensure that its authorized users comply with the Service Terms.

9.3 NO EMERGENCY SERVICES. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES, THE PRODUCT AND ANY OTHER HARDWARE, SOFTWARE, EQUIPMENT, GOODS OR LIKE ITEMS INCLUDED IN THE SERVICES OR OTHERWISE PROVIDED BY, OR OBTAINED THROUGH, NEXREV OR IN CONNECTION WITH THIS AGREEMENT ARE NOT DESIGNED FOR AND CANNOT AND WILL NOT (i) NOTIFY CUSTOMER OR NEXREV OF THE NEED FOR EMERGENCY SERVICES IN THE EVENT OF AN EMERGENCY OR (ii) CONTACT FIRE PROTECTION, EMERGENCY MEDICAL SERVICE OR ANY OTHER PUBLIC SAFETY OR HEALTH SERVICE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT CUSTOMER MAY NOT AND SHOULD NOT RELY ON NEXREV, THE SERVICES, THE PRODUCT OR ANY OTHER HARDWARE, SOFTWARE, EQUIPMENT, GOODS OR LIKE ITEMS INCLUDED IN THE SERVICES OR OTHERWISE PROVIDED BY, OR OBTAINED THROUGH, NEXREV OR IN CONNECTION WITH THIS AGREEMENT FOR EMERGENCY RESPONSE MANAGEMENT OR FOR THE PURPOSE OF OTHERWISE PROVIDING, INCREASING OR IMPROVING SAFETY AT CUSTOMER PREMISES OR ANY OTHER LOCATION OR PLACE OF BUSINESS. CUSTOMERS SHOULD CALL 911 IN THE EVENT OF AN EMERGENCY.

9.4 NOTIFICATIONS. Customer may configure the Software to provide Customer with notifications; HOWEVER, CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ANY SUCH NOTIFICATIONS MAY NOT BE RELIABLE OR AVAILABLE. NEXREV DOES NOT REPRESENT, WARRANT OR GUARANTEE, AND SPECIFICALLY DISCLAIMS, THAT CUSTOMER WILL RECEIVE NOTIFICATIONS IN A TIMELY MANNER, IF AT ALL. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT CUSTOMER SHOULD NOT RELY ON THE SOFTWARE FOR NOTIFICATIONS TO INFORM CUSTOMER OR ANY FIRE PROTECTION SERVICE, EMERGENCY MEDICAL SERVICE OR ANY OTHER PUBLIC SAFETY OR HEALTH SERVICE OR ANY OTHER PERSON OF AN EMERGENCY OR ANY OTHER CRITICAL SITUATION.  CUSTOMER ASSUMES ALL RISK IN CONFIGURING, RELYING ON OR MAKING ANY OTHER USE OR IMPLEMENTATION OF NOTIFICATIONS.

9.5 ENERGY EFFICIENCY AND COST SAVINGS. NexRev does not guarantee that Customer will see a certain level of energy efficiency or cost savings by Customer use of the Services, the Product or any other hardware, software, equipment, goods or like items included in the Services or otherwise provided by, or obtained through, NexRev or in connection with this Agreement. The actual amount of energy efficiency and cost savings are subject to factors outside of NexRev's control. NexRev may provide Customer information regarding Customer energy usage and methods for cost savings; however, Customer acknowledges that this information may not result in increased energy efficiency or cost savings and that NexRev will have no liability to Customer for damages or loss or any other remedy in the event Customer does not experience improved energy efficiency or increased cost savings.

Section 10. Software Updates

NexRev may develop and deploy updates, upgrades, patches and other software modifications for the Services, the Product or any other hardware, software, equipment, goods or like items included in the Services or otherwise provided by, or obtained through, NexRev or in connection with this Agreement ("Update(s)"). By accepting these General Terms and using the Services, Customer consents to automatic installation of Updates during the term of an active software maintenance agreement appurtenant to this Agreement. NexRev will provide advance notice of major Updates that may significantly impact functionality, except for critical security Updates which may be installed immediately without prior notice to protect system integrity and security.

Section 11. Warranties

11.1 Hardware Warranty. The warranties applicable to the Products are set forth in the NexRev Hardware Warranty Terms. Customer should review the Hardware Warranty Terms for additional details.

11.2 Software Warranty Terms. The warranties applicable to the Software are set forth in the NexRev Software License Agreement. Customer should review the Software License Agreement for additional details.

Section 12. Term of this Agreement

The Term of this Agreement will commence on the Effective Date and will continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with These General Terms or the Order.

Section 13. Services Term and Automatic Renewal

Except as provided in Section 3.2.C, the Services term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order ("Initial Term"). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a "Renewal Term") unless either Party gives notice of non-renewal at least sixty (60) days (or ninety (90) days for Agreements with total annual contract value exceeding $50,000) before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added after the initial Order is submitted will start on the Start Date of the subsequent Order, will run coterminously with the then-current term of any pre-existing Services, and will be billed on the same billing cycles as the pre-existing Services.

For Consumer Customers: Customer may cancel recurring Services at any time in accordance with applicable Law and using any available cancellation method provided by NexRev. Unless otherwise required by applicable Law, cancellation will be effective at the end of the then-current billing period, and Customer will have access to the Services through such period. Except as required by applicable Law, no refunds will be provided for any unused portion of the billing term.

Section 14. Dispute Resolution

14.1 Good Faith Attempt to Settle Disputes. In the event of any dispute or claim arising out of or relating to this Agreement, the Services, Software, or any Product (a "Dispute"), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

14.2 Venue. In the event the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought in and adjudicated exclusively by state or federal courts located in Collin County, Texas, United States of America. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction.

14.3 Equitable Relief. Customer agrees that any breach of NexRev's rights with respect to Confidential Information or proprietary information will cause NexRev irreparable harm for which monetary damages will be inadequate and NexRev may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in addition to any other relief to which NexRev may be entitled under applicable Law.

14.4 Arbitration Agreement; Class Action Waiver; Jury Waiver.

  1. YOU AND NEXREV, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OR USE OF PRODUCTS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

  1. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
  2. You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR NEXREV, LLC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
  3. Your Right To Opt Out Of Arbitration.

Arbitration is not a mandatory condition of your contractual relationship with NexRev. If you do not want your claims to be subject to arbitration, you may opt out of arbitration by notifying NexRev in writing of your desire to opt out of arbitration, either by (1) sending, within thirty (30) days of the date these General Terms are accepted by you, electronic mail to This email address is being protected from spambots. You need JavaScript enabled to view it., stating your name and intent to opt out of arbitration, or (2) by stating your name and intent to opt out of arbitration in a letter by U.S. Mail, or by any nationally recognized delivery service (e.g. UPS, Federal Express, etc.), or by hand delivery to:

NexRev, LLC

601 Development Drive,

Plano, Texas, 75074

 

Should you not opt out of arbitration within the 30-day period, you and NexRev shall be bound by the terms of this arbitration provision. You have the right to consult with counsel of your choice concerning this arbitration provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this arbitration provision.

  1. If you reside in the European Union, you can find information about online dispute resolution here: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN. Please note that we reserve the right not to participate in forms of alternative dispute resolution.14.5 Limitations. Except for actions for non-payment or liability arising from obligations to indemnify, no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity (except as modified for Consumer Customers in Section 14.4).

Section 15. Miscellaneous

15.1 Notices. Either Party delivering a notice or a demand that is required or permitted to be given under this Agreement will deliver that notice or demand to the applicable physical address, e-mail address or facsimile number listed below. Any notice or demand will be deemed sufficiently given and received for all purposes (i) when delivered by hand, confirmed electronic transmission or a nationally recognized overnight courier or (ii) on the fifth (5TH) day following the date on which the delivering Party sent the notice or demand by certified or registered mail, postage and charges prepaid, return receipt requested. Either Party may change its notice contact information by giving notice to the other Party in accordance with the requirements of this Section.

For Customer: [TO BE FILLED IN]                With a required copy to: [TO BE FILLED IN]

Email: [As provided in Order]

For NexRev:

NexRev LLC

Attn: VP of Finance and Administration

601 Development Drive

Plano, Texas 75074

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

 

15.2 Assignment. NexRev may assign or transfer this Agreement, in whole or in part, without written approval from Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. For any other assignment, NexRev will provide Customer with prior written notice. Customer may not assign this Agreement without NexRev's prior written consent, which shall not be unreasonably withheld. This Agreement and the covenants, conditions, and indemnities in this Agreement will inure to the benefit of and will be binding upon Customer and NexRev and their respective successors and permitted assigns.

15.3 Choice of Law, Jurisdiction and Venue. This Agreement and any claim arising out of or relating to this Agreement or the business relationship of the Parties will be governed, enforced and construed under the laws of the State of Texas, without regard to conflicts of laws principles that would require the application of any other laws. In the event Section 14.4 is found to be unenforceable or the Parties decide not to arbitrate, the Parties agree to bring any action or suit concerning or arising out of this Agreement or their business relationship in the state or federal courts located in Collin County, Texas.

15.4 Severability, Waiver and Survival. If a court or jury determines that any part of this Agreement is invalid, void, or unenforceable to any extent, the remaining terms will remain in full force and effect. If either Party fails to require the other to perform any provision of this Agreement, that failure does not prevent the Party from later enforcing that provision. If either Party waives the other's breach of a provision, that waiver is not treated as waiving a later breach of the provision. In addition to the provisions specifically identified in this Agreement to survive termination, any provisions of this Agreement that by their nature are intended to survive termination of this Agreement will survive its termination subject to any conditions or limitations applicable thereto.

15.5 Order of Precedence. In the event of a conflict between these General Terms, Services or Product Terms, Country Terms or an Order, the following order of precedence will apply:

  1. Product Terms or Services Terms (as applicable to the Order)
  2. General Terms
  3. Order (excluding any pre-printed terms on a Customer Purchase Order)

15.6 No Third-Party Beneficiaries. The Parties intend the terms and provisions of this Agreement to solely benefit NexRev and Customer and their respective successors and permitted assigns. The Parties do not intend to, and do not, confer third-party beneficiary rights on any third party.

15.7 Force Majeure. Either Party will be excused for delay in performance under this Agreement to the extent that performance is prevented or delayed by (i) acts of God, epidemic, pandemic, fire, explosion, riot, national emergency, or similar event, (ii) governmental regulation, action or order to the extent that the government regulation, action, or order operates as an absolute bar to the nonperforming Party's performance of its obligations under this Agreement, (iii) third-party telecommunications networks, fiber, cable, or wire cut, sub-processor failure, power outage or reduction, (iv) strike or labor disturbance not resulting from the actions or inactions of the nonperforming Party, or (v) any event or circumstance that is beyond the nonperforming Party’s reasonable control (each a "Force Majeure Event"). Excused delay in performance by either Party under this Section will continue only for so long as the Force Majeure Event continues but only to the extent that the Party is prevented or delayed from performance of its obligations under this Agreement.

15.8 Compliance with Anti-Bribery and Other Laws. Each Party will comply with all applicable Laws and regulations, including but not limited to applicable country laws relating to anti-corruption or anti-bribery, the requirements of the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

15.9 Export. Customer acknowledges that Products, Services and access to technology and intellectual property (collectively, "Materials") are subject to export controls under the laws and regulations of the United States and other countries (as applicable), and that Products and Services may include technology controlled under export and import regulations, including encryption technology. Customer agrees to comply with all such laws and regulations and to provide NexRev destination end use and end user information. Materials are intended for Customer's own use. Customer will not resell, export, re-export, divert or transfer Materials to Prohibited Persons or into Restricted Countries. "Prohibited Persons" means sanctioned individuals and entities, including without limitation persons on the U.S. Denied Persons, Entity and Specially Designated Nationals Lists. "Restricted Countries" means countries and regions subject to embargoes or trade sanctions programs under U.S. law as such list may be updated from time to time, including without limitation as of the Effective Date: Cuba, Iran, North Korea, Syria, Russia, Belarus, The Crimean, Luhansk and Donetsk regions of Ukraine, and the Kherson and Zaporizhzhia oblasts of Ukraine. Customer is responsible for monitoring and complying with any changes to applicable sanctions lists. Customer will not use Materials for any purposes prohibited by United States or other applicable Laws, including but without limitation, the development, design, manufacture or production of nuclear, missile, chemical, biological weaponry or other weapons of mass destruction. Customer is responsible for obtaining all required authorizations, permits, and licenses to import, export, re-export or transfer Materials. Customer agrees to obligate, by contract or other similar assurances, the parties to whom Customer re-exports or otherwise transfers Materials to comply with all obligations set forth in this Section.

15.10 Counterparts. This Agreement and any modifications to this Agreement, including any exhibits, addendums, or amendments to this Agreement, may be executed in one or more counterparts, including by facsimile or electronically. The Parties need not be signatories to the same documents, and all counterpart signed documents will be deemed to be an original and one instrument. Facsimile and electronic copies of signatures will have the same effect as original signatures.

15.11 Consumer Rights and Cancellations. For Consumer Customers:

Right to Cancel Hardware Orders: Customer may cancel hardware orders within thirty (30) days of delivery for a full refund, provided the hardware is returned in new, unopened condition with all original packaging. Return shipping costs are the responsibility of Customer unless the return is due to NexRev's error or defective product.

Non-Refundable Items: Software licenses and subscription services are non-refundable after activation, except as required by applicable Law or as expressly provided in these General Terms.

State-Specific Rights: If Customer resides in a state with additional consumer protection rights, those rights apply in addition to the rights granted under these General Terms. Customer may contact This email address is being protected from spambots. You need JavaScript enabled to view it. for information about state-specific consumer rights.

 

 

ATTACHMENT A

In addition to terms otherwise defined in the NexRev General Terms and Conditions, the following terms shall have the following meanings:

  1. "Account Administrator" means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for on Customer Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions.
  2. "Administrative Portal" means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Customer Account.
  3. "Affiliate(s)" means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and "control" means beneficial ownership of greater than fifty percent (50%) of an entity's then-outstanding voting securities or ownership interests.
  4. "Agreement" means the NexRev General Terms and Conditions, together with all SOWs, Orders executed pursuant to this Agreement, and all exhibits, schedules, annexures, supplements and appendices attached to this Agreement, as any of same may be amended, supplemented or restated from time to time in accordance with the terms of this Agreement.
  5. "Business Customer" means a Customer that is a business entity, corporation, partnership, limited liability company, government entity, educational institution, or other organization purchasing Products or Services for commercial, business, or organizational purposes.
  6. "Confidential Information" means all non-public, proprietary, or confidential information disclosed or made available by or on behalf of the Disclosing Party to the Receiving Party, whether disclosed orally, visually, electronically, or in writing, and whether or not marked as “confidential,” that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) software, source code, object code, algorithms, APIs, architecture, and technical documentation; (b) product designs, specifications, roadmaps, features, functionality, and performance information; (c) systems, security protocols, vulnerabilities, and audit materials; (d) data, databases, data models, and data processing methods (including any Personal Information); (e) business plans, pricing, financial information, forecasts, and marketing strategies; (f) customer, vendor, and partner information; and (g) any analyses, compilations, reports, or other materials prepared by or for the Receiving Party that contain, reflect, or are derived from any of the foregoing. Confidential Information also includes information observed or learned by the Receiving Party through access to the Disclosing Party’s facilities, systems, or personnel.
  7. "Consumer Customer" means a Customer that is an individual purchasing Products or Services primarily for personal, family, or household purposes.
  8. "Customer Account" means the account established with NexRev and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by NexRev.
  9. "Disclosing Party" means the Party that discloses or obtains access to Confidential Information from or on behalf of the Disclosing Party, whether directly or through Affiliates, officers, directors, employees, agents, representatives, or attorneys.
  10. "Dispute" has the meaning set forth in Section 14.
  11. "Effective Date" means the date of execution of the initial Order.
  12. "Equipment" means hardware devices, controllers, sensors, thermostats, and related physical equipment manufactured, sold, or provided by NexRev.
  13. "Force Majeure Event" has the meaning set forth in Section 15.7.
  14. "Initial Term" has the meaning set forth in Section 13.
  15. "Intellectual Property Rights" means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and "moral" rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person's name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).
  16. "Law" means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, local or non-U.S. governmental body with jurisdiction over the Services.
  17. “Materials” has the meaning set forth in Section 15.9.
  18. “No-Charge” means Products or Services provided to Customer without any fees or charges, including any features, functionality, or Services made available at no cost, whether on a temporary, promotional, or ongoing basis.
  19. "Order(s)" means a request or order for Services and products by Customer and submitted and accepted by the Parties in accordance with Section 3.1. The Order may be presented and executed on the Website or via the Customer Portal.
  20. "Parts" means replacement components, spare parts, and accessories for Equipment or Products.
  21. "Personal Information" means information that identifies, relates to, describes, or can reasonably be linked to an identified or identifiable individual, including but not limited to name, email address, phone number, physical address, payment information, IP address, device identifiers, location data, and any other information defined as personal data, personal information, or personally identifiable information under applicable privacy laws.
  22. “Pre-Release” means Products or Services, or any features or functionality thereof, that are not generally available to NexRev’s customers and are designated as “beta,” “pilot,” “preview,” “early access,” or similar terminology, and may be incomplete or subject to change.
  23. “Product Terms” means the Terms and Conditions of Sale of Hardware, NexRev Hardware Warranty Terms, and any other product documentation provided by NexRev.
  24. "Product(s)" means collectively, Services, Equipment and Parts.
  25. "Receiving Party" means the Party (or its Affiliates) that receives or otherwise obtains access to Confidential Information from or on behalf of the Disclosing Party in connection with this Agreement.
  26. "Renewal Term" has the meaning set forth in Section 13.
  27. "Security Incident" means any actual or reasonably suspected unauthorized access, use, disclosure, modification, or destruction of Personal Information or Confidential Information, or any actual or reasonably suspected breach of security safeguards protecting such information.
  28. "Service(s)" means all services provided under this Agreement and set forth in one or more Order(s).
  29. “Service Terms” means the Software License Agreement.
  30. "Software" means all proprietary software, applications, cloud-based services, mobile applications, firmware, and related documentation provided by NexRev, including the NexRev Freedom Software, NexRev Nexus Software, and any updates, upgrades, or modifications thereto.
  31. "Start Date" means the date so identified in the relevant Order or the date on which Customer orders Services via the website or the Customer Portal.
  32. "Taxes" means any and all federal, state, local, municipal, foreign and other taxes and fees charged or collected from Customers.
  33. "Term" means the Initial Term plus any Renewal Terms.
  34. “Trial” means Products or Services made available to Customer for a limited period of time, without charge or at a reduced fee, for the purpose of evaluation or testing, and designated by NexRev as “trial,” “evaluation,” or similar terminology.
  35. “Update(s)” has the meaning set forth in Section 10.
  36. "Website" means an internet-accessible website located at www.nexrev.com, including all subpages, content, and related products and services.