1. Definitions and Interpretation
In this Agreement, unless the context explicitly requires otherwise, capitalized terms shall have the following meanings:
- "Agreement" means these Terms of Service, together with all schedules, service orders, the Data Processing Addendum (DPA), and our Anti-Spam Acceptable Use Policy, as amended from time to time.
- "Company", "we", "us", or "our" means NEVERSOFT LIMITED, a private limited company registered in the United Kingdom, having its registered office at International House, 22-28 Wood Street, Doncaster, United Kingdom, DN1 3LW.
- "Customer", "you", or "your" means the commercial entity, corporation, sole trader, or individual acting in a professional business capacity that creates an account or subscribes to RevSend.
- "Platform" or "Service" means the RevSend proprietary email marketing automation software, generative AI Studio, visual journey designer, domain warmup system, analytics dashboard, webhooks, and associated RESTful APIs provided via revsend.io and related domains.
- "Customer Data" means all electronic data, contact records, subscriber email addresses, phone numbers, behavioral attributes, custom fields, and email copy uploaded or transmitted through the Service by the Customer or on the Customer's behalf.
- "AI Studio" means the generative machine learning features within the Platform designed to assist in creating email subject lines, preheaders, body copy variants, and product recommendations.
- "Sending Infrastructure" means the mail transfer agents (MTAs), shared or dedicated IP addresses, reverse DNS records, domain warmup automation routines, and cryptographic authentication configurations managed by the Company.
2. Parties, Corporate Entity, and Agreement Formation
2.1. This Agreement is made and entered into by and between NEVERSOFT LIMITED (registered company address: International House, 22-28 Wood Street, Doncaster, United Kingdom, DN1 3LW) and the Customer.
2.2. By registering an account, submitting payment details, clicking "Accept" or "Get Started", or initiating an API session, the individual executing this Agreement represents and warrants that they possess full legal authority to bind the Customer to these terms.
2.3. The Customer acknowledges that RevSend is offered strictly on a business-to-business (B2B) basis. Consumer protection regulations governing retail consumer contracts shall not apply to this Agreement to the maximum extent permitted by applicable law.
3. Platform License Grant and Scope of Authorized Use
3.1. Limited License: Subject to timely payment of subscription fees and continuous compliance with this Agreement, the Company grants the Customer a non-exclusive, non-transferable, revocable, worldwide commercial license to access and use the Platform during the active subscription term solely for internal business operations.
3.2. Account Restrictions: The Customer shall not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or derive source code, algorithms, or trade secrets of the Platform;
- Resell, sublicense, lease, timeshare, or operate a white-label service bureau utilizing RevSend without an explicit written Partner Agreement executed by the Company;
- Circumvent, disable, or tamper with security protocols, rate limiters, warm-up throttling mechanisms, or digital rights management technologies;
- Utilize automated crawlers, scrapers, or bots to harvest data from the Platform outside of published REST API specifications.
4. Workspace Administration, User Credentials, and Security
4.1. User Identity: The Customer is responsible for maintaining the confidentiality of all login credentials, API secret keys, and webhook signing tokens issued to its organization. The Customer accepts full financial and legal responsibility for all activities occurring under its account credentials.
4.2. Multi-Factor Authentication (MFA): The Company strongly recommends the activation of Multi-Factor Authentication. In the event of suspected unauthorized account access, credential compromise, or security incidents, the Customer shall immediately notify the Company at security@revsend.io.
5. Anti-Spam Compliance and Mandatory Acceptable Use Policy (AUP)
5.1. Zero Tolerance for Unsolicited Commercial Email (Spam): The Customer represents, warrants, and covenants that all email recipients and telephone numbers imported into the Platform have given explicit, affirmative, verifiable opt-in consent to receive marketing and informational communications from the Customer, in compliance with:
- The UK Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (PECR);
- The European Union General Data Protection Regulation (Regulation (EU) 2016/679 - GDPR);
- The United States CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.);
- Canada's Anti-Spam Legislation (CASL, S.C. 2010, c. 23); and
- All other applicable electronic communications and consumer protection laws.
5.2. Prohibited List Acquisition: The importation, synchronization, or use of purchased lists, rented lists, third-party lead scrapers, automated web crawlers, hashed dictionary lists, or co-registration databases is strictly prohibited. Any account found sending to non-consensual lists will be subject to immediate, irreversible suspension without entitlement to refund.
5.3. Unsubscribe and Header Standards: Every commercial email dispatched through RevSend must contain:
- A functioning, visible 1-click unsubscribe mechanism that honors recipient opt-outs instantaneously;
- A valid RFC-compliant List-Unsubscribe header supporting mail client native 1-click unsubscriptions;
- The Customer's verifiable physical commercial street address; and
- An accurate, non-misleading sender identification ("From" name and originating domain).
5.4. Reputation Thresholds: The Customer agrees to maintain acceptable sending metrics. The Company reserves the right to throttle or suspend campaigns if:
- Hard bounce rate exceeds 2.0% on any broadcast campaign;
- Spam complaint rate reported by mailbox providers (Google Postmaster, Microsoft SNDS, Yahoo) exceeds 0.08% (8 complaints per 10,000 sent); or
- Sending domain or associated IP appears on major industry blacklists (Spamhaus, Barracuda, Invaluement).
6. Email Deliverability, Domain Warm-Up, and IP Allocation
6.1. Automated Warm-Up Protocol: The Platform includes intelligent sending ramp algorithms that gradually scale daily transmission limits over a 14 to 30 day window. The Customer shall not attempt to circumvent warmup schedules, as doing so jeopardizes the reputation of both the Customer's domain and shared sender clusters.
6.2. Dedicated vs. Shared IPs: Starter and Growth subscription tiers operate on monitored shared IP clusters. Enterprise tiers are assigned dedicated IP clusters. The Company reserves the right to migrate any Customer exhibiting erratic volume spikes to isolated sub-pools to protect aggregate deliverability.
6.3. Deliverability Disclaimer: While RevSend provides state-of-the-art authentication (SPF, DKIM, DMARC, BIMI) and proactive reputation management, final inbox placement decisions rest entirely within the proprietary filtering algorithms of recipient mailbox providers (Google, Microsoft, Yahoo, Apple). The Company does not guarantee 100% inbox placement under any circumstances.
7. Data Protection, Data Processing Addendum (DPA), and Privacy
7.1. Controller and Processor Roles: In the execution of this Agreement, the Customer acts as the Data Controller of all Customer Data and subscriber personal information. NEVERSOFT LIMITED acts as a Data Processor carrying out processing activities solely on the documented instructions of the Customer.
7.2. Statutory Compliance: Both parties shall fulfill their respective statutory obligations under the UK GDPR, Data Protection Act 2018, and EU GDPR. The Company agrees to:
- Process Customer Data exclusively for the provision of the Services and in accordance with the Customer's written instructions;
- Ensure all personnel authorized to process Customer Data are bound by enforceable statutory or contractual confidentiality obligations;
- Implement robust Technical and Organizational Security Measures (TOMs) as outlined in Section 12;
- Assist the Customer through reasonable technical mechanisms in fulfilling Data Subject Access Requests (DSARs), rectifications, and erasures;
- Notify the Customer without undue delay upon becoming aware of any confirmed personal data breach affecting Customer Data.
7.3. Sub-processors: The Customer grants general authorization to the Company to engage vetted sub-processors (cloud hosting providers, SMS gateways, transactional deliverability monitors). An up-to-date schedule of sub-processors is maintained in our Privacy Policy.
8. AI Studio, Generative Machine Learning, and Automated Copywriting
8.1. Input and Output Data: When utilizing RevSend AI Studio, the Customer may input prompts, product descriptions, audience goals, and brand voice guidelines ("Inputs"). The Platform produces generated subject lines, copy variants, and cadence suggestions ("Outputs").
8.2. Ownership of Outputs: As between the parties, the Customer retains all right, title, and interest in and to the Outputs generated from its Inputs, subject to compliance with third-party generative model licensing.
8.3. Customer Responsibility: The Customer is solely responsible for reviewing, verifying, and approving all AI-generated content before sending broadcasts. The Company disclaims all liability for misleading, defamatory, offensive, or legally non-compliant advertising claims generated through AI Studio.
8.4. Training Boundaries: The Company does not use private Customer subscriber email lists or proprietary commercial database contents to train public foundation models without explicit affirmative consent.
9. Fees, Billing Schedules, Invoicing, and Payment Terms
9.1. Subscription Fees: The Customer shall pay all subscription fees corresponding to the selected tier (Starter, Growth, Enterprise) as displayed on our pricing page or set out in an executed Enterprise Order Form.
9.2. Billing Cycles: Subscriptions are billed in advance on either a monthly or annual recurring basis. The recurring charge will occur automatically on the billing date associated with the payment method provided.
9.3. Volume Overages and Add-ons: If the Customer's active contact count or monthly email transmission volume exceeds tier thresholds, overage fees will be billed at the standard rate specified in the pricing schedule or the account will be transitioned to the applicable higher tier upon the next billing cycle.
9.4. Payment Failures and Delinquency: If recurring charges fail, the Company will notify the Customer. If payment remains outstanding for more than fourteen (14) days, the Company reserves the right to suspend email sending capabilities while retaining account data.
9.5. Taxes: All fees are stated exclusive of value-added tax (VAT), sales tax, goods and services tax (GST), or other statutory withholding taxes, which shall be added to the invoice where applicable.
9.6. No Refunds: Except where explicitly mandated by applicable statutory law or agreed in a signed Service Level Agreement, all paid subscription fees and prepaid verification credit packages are non-refundable.
10. Term, Renewal, Cancellation, and Suspension
10.1. Term and Auto-Renewal: This Agreement commences upon account registration and continues until terminated by either party. Subscriptions automatically renew for successive monthly or annual periods unless cancelled prior to the renewal date.
10.2. Voluntary Cancellation: The Customer may cancel its subscription at any time directly through the workspace billing dashboard. Cancellation takes effect at the conclusion of the current prepaid billing period.
10.3. Termination for Cause by the Company: The Company may immediately suspend or terminate the Customer's account, with or without prior notice, if:
- The Customer materially breaches Section 5 (Anti-Spam & AUP);
- Mailbox providers or regulatory authorities issue statutory cease-and-desist or blacklist notifications concerning Customer broadcasts;
- The Customer fails to remediate delinquent payments within the cure period; or
- The Customer engages in abusive behavior toward Company support personnel.
10.4. Post-Termination Data Access: Upon account closure, the Customer shall have thirty (30) days to export its subscriber databases and campaign analytics. Following this 30-day window, the Company will permanently delete or anonymize all Customer Data in accordance with our data retention schedule.
11. Intellectual Property Rights and Proprietary Assets
11.1. Company IP: All rights, title, copyright, patents, trademarks, software algorithms, UI designs, documentation, and trade secrets in the RevSend Platform remain the sole and exclusive property of NEVERSOFT LIMITED and its licensors.
11.2. Customer Data Ownership: As between the parties, the Customer retains 100% exclusive ownership of and intellectual property rights in all Customer Data, subscriber lists, brand assets, logos, and custom HTML email designs uploaded to the Platform.
11.3. Feedback: If the Customer submits suggestions, ideas, or feedback regarding Platform improvements, the Company may incorporate such feedback into the Service without compensation or attribution obligations.
12. Technical Security, Business Continuity, and Service Availability
12.1. Information Security Measures: The Company maintains industry-standard technical, operational, and organizational security protocols, including:
- AES-256 cryptographic encryption for all stored subscriber records at rest;
- TLS 1.3 encryption for all data in transit across public networks;
- Role-based access control (RBAC), multi-tenant logical database isolation, and perimeter firewalls;
- Automated daily encrypted snapshot backups retained in geographically redundant facilities; and
- Continuous automated vulnerability scanning and third-party penetration testing.
12.2. Service Availability: The Company targets a 99.9% platform availability across standard tiers and a contractual 99.99% uptime guarantee for Enterprise clients under an executed SLA. Availability calculations exclude scheduled maintenance announced in advance.
13. Warranties, Disclaimers, and Limitation of Representations
13.1. Mutual Warranties: Each party warrants that it has validly entered into this Agreement and possesses legal power and authority to do so.
13.2. Disclaimer of Implied Warranties: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM, SENDING INFRASTRUCTURE, AND AI STUDIO TOOLS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13.3. Deliverability Assumption of Risk: The Customer acknowledges that internet message routing, carrier spam filtering, and domain reputation involve dynamic third-party networks beyond the direct control of the Company.
14. Limitation of Liability and Consequential Damages Exclusion
14.1. Consequential Damages Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF REPUTATION, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. Aggregate Liability Cap: EXCEPT FOR THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, THE MAXIMUM CUMULATIVE MONETARY LIABILITY OF NEVERSOFT LIMITED ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3. Non-Excludable Statutory Liabilities: Nothing in this Agreement excludes or limits liability for death or personal injury resulting from negligence, fraudulent misrepresentation, or any other liability that cannot be excluded under the laws of England and Wales.
15. Mutual Commercial Indemnification
15.1. Customer Indemnity: The Customer shall defend, indemnify, and hold harmless NEVERSOFT LIMITED, its directors, officers, employees, and affiliates from and against any third-party claims, liabilities, damages, fines, penalties, costs, and reasonable legal fees arising out of or related to:
- Any breach of Section 5 (Anti-Spam & AUP) or violation of applicable privacy laws (GDPR, PECR, CAN-SPAM);
- Any claim that Customer Data or email copy infringes the copyright, trademark, trade secret, or privacy rights of any third party; or
- Failure to obtain verifiable consent from recipients of broadcast campaigns.
15.2. Company IP Indemnity: The Company shall defend the Customer against any third-party claim alleging that the core Platform software infringes a registered patent or copyright in the United Kingdom or European Union, and shall indemnify the Customer against court-awarded damages, provided the Customer gives prompt written notice, grants sole defense control, and provides reasonable cooperation.
16. Governing Law, Jurisdiction, and Dispute Resolution
16.1. Governing Law: This Agreement, and all claims, disputes, or controversies arising out of or in connection with its subject matter or formation (including non-contractual disputes), shall be governed by, construed, and enforced in accordance with the laws of England and Wales.
16.2. Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its formation.
16.3. Amicable Negotiation: Prior to initiating formal litigation, the parties agree to engage in good-faith executive negotiations for a period of thirty (30) days from written notice of dispute.
17. Miscellaneous Legal Provisions
17.1. Entire Agreement: This Agreement, including the Privacy Policy and DPA, constitutes the entire agreement between the parties concerning its subject matter, superseding all prior oral or written discussions, proposals, or understandings.
17.2. Severability: If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
17.3. No Waiver: Failure or delay by either party in exercising any right under this Agreement shall not operate as a waiver of that or any subsequent right.
17.4. Force Majeure: Neither party shall be liable for delay or failure to perform obligations resulting from events beyond reasonable control, including acts of God, war, terrorism, civil unrest, global telecommunications outages, cloud carrier disruptions, or government restrictions.
17.5. Assignment: The Customer may not assign its rights under this Agreement without prior written consent from the Company. The Company may assign this Agreement in connection with a corporate reorganization, merger, or asset acquisition.
18. Formal Legal Notices and Company Contact Information
All legal notifications, notices of breach, or formal correspondence under this Agreement shall be served in writing to:
