Terms of Service

1. Acceptance of Terms

By accessing or using the website located at https://www.revive.mom (the Website), or by engaging any services provided by Rev Care Inc. (the Company, we, us, or our), you (the User, you, or your) agree to be bound by these Terms of Service (the Terms). If you do not agree to all of the terms and conditions contained herein, you must not access the Website or use any of our services.

These Terms constitute a legally binding agreement between you and Rev Care Inc., a company organized under the laws of Canada with its principal place of business at 362 Kensington St, Winnipeg, MB R3J 1J5, Canada. By using the Website or our services, you represent and warrant that you are at least 18 years of age and possess the legal capacity to enter into this agreement.

We reserve the right to modify these Terms at any time without prior notice. Revised Terms will be posted on this page with an updated Last Updated date. Your continued use of the Website or services following any changes constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

2. Description of Services

Rev Care Inc. provides professional services in the field of computer systems design and related services, including but not limited to: computer systems architecture and design, integrated systems engineering, information technology consulting and strategy advisory, managed infrastructure services, custom software development, cloud migration and architecture services, technical project management, and systems integration (collectively, the Services).

The specific scope, deliverables, timeline, and fees for any Services engagement shall be defined in a separate written agreement, statement of work, or service proposal (the Service Agreement) executed by both parties. In the event of any conflict between these Terms and a duly executed Service Agreement, the terms of the Service Agreement shall prevail with respect to the specific engagement described therein.

We reserve the right to modify, suspend, or discontinue any aspect of the Services or the Website at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. User Obligations and Conduct

As a user of the Website and our Services, you agree to the following obligations:

• Accurate Information: You shall provide true, accurate, current, and complete information when communicating with us, submitting inquiries, or entering into any Service Agreement. You are responsible for maintaining the accuracy of such information throughout our engagement.
• Lawful Use: You shall use the Website and Services only for lawful purposes and in compliance with all applicable federal, provincial, and local laws, regulations, and ordinances.
• Prohibited Activities: You shall not engage in any activity that interferes with or disrupts the Website, its servers, or associated networks. You shall not attempt to gain unauthorized access to any portion of the Website, our computer systems, or any other systems or networks connected to our infrastructure.
• Intellectual Property Respect: You shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website, its content, our proprietary methodologies, or our intellectual property without our express written permission.
• Security: You shall not upload, transmit, or introduce any viruses, malware, trojan horses, worms, logic bombs, or other malicious or technologically harmful material to or through the Website.
• Cooperation: When engaged in a Services project, you shall provide timely access to information, systems, personnel, and resources reasonably required for us to perform the contracted Services.

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the overall design and arrangement thereof, is the exclusive property of Rev Care Inc. or its content suppliers and is protected by Canadian and international copyright, trademark, and other intellectual property laws. The Rev Care Inc. name, the Revives developer name, the revive.mom domain, and all related logos, product names, and service marks are trademarks of Rev Care Inc.

4.2 Pre-Existing Materials

Each party retains all right, title, and interest in and to its pre-existing intellectual property, including any materials, software, documentation, methodologies, tools, frameworks, or know-how developed prior to or independently of any Service Agreement (Pre-Existing IP).

4.3 Deliverables

Unless otherwise specified in a Service Agreement, upon full payment of all fees due under such agreement, Rev Care Inc. shall grant the client a perpetual, non-exclusive, non-transferable license to use the deliverables created specifically for that engagement for the clients internal business purposes. We retain ownership of all underlying methodologies, tools, frameworks, and reusable components incorporated into such deliverables.

4.4 License to Use Website

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your personal or internal business purposes in accordance with these Terms. This license does not include any right to reproduce, modify, distribute, or create derivative works based on the Website content without our prior written consent.

5. Payment Terms

Fees for our Services shall be as set forth in the applicable Service Agreement, statement of work, or proposal. Unless otherwise specified in such agreement, the following general payment terms apply:

• Invoicing: We will invoice you according to the schedule specified in the Service Agreement. Standard invoicing is on a monthly basis for ongoing services or upon milestone completion for project-based engagements.
• Payment Due Date: All invoices are payable within 30 calendar days from the invoice date unless otherwise agreed in writing.
• Late Payments: Overdue amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of full payment.
• Taxes: All fees are exclusive of applicable taxes, duties, and levies, including but not limited to the Canadian Goods and Services Tax (GST), the Manitoba Provincial Sales Tax (PST), and the Harmonized Sales Tax (HST) where applicable. You are responsible for payment of all such taxes.
• Expenses: Reasonable out-of-pocket expenses incurred in the performance of Services, such as travel, accommodation, and third-party software licenses, shall be reimbursed by you upon presentation of receipts, unless a fixed-fee arrangement inclusive of expenses has been agreed.
• Suspension of Services: We reserve the right to suspend the provision of Services if payment is more than 45 days past due, following written notice of such intent and a 10-day cure period.

6. Confidentiality

In the course of providing our Services, each party may disclose or make available to the other party information that is confidential, proprietary, or otherwise not generally known to the public (Confidential Information). Confidential Information includes but is not limited to business plans, technical specifications, system architectures, source code, customer data, financial information, trade secrets, and any information marked or identified as confidential.

Each party agrees to:

• Protection: Use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Limited Use: Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms and any applicable Service Agreement.
• Limited Disclosure: Limit access to Confidential Information to those employees, contractors, and agents who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully in the receiving party's possession without restriction prior to disclosure; is independently developed by the receiving party without use of or reference to the Confidential Information; or is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party to allow the disclosing party to seek a protective order.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Rev Care Inc., its officers, directors, employees, agents, affiliates, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, or cost of substitute services, arising out of or in connection with these Terms, the Website, or the Services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability to you for any and all claims arising out of or relating to these Terms, the Website, or the Services shall not exceed the total amount of fees actually paid by you to Rev Care Inc. during the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been paid during such period, our aggregate liability shall not exceed one hundred Canadian dollars (CAD $100.00).

The limitations of liability set forth above shall apply regardless of the form of action and shall survive any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Rev Care Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or relating to:

• Your use of the Website or Services in violation of these Terms;
• Your breach of any representation, warranty, or obligation under these Terms or any Service Agreement;
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights;
• Any content, data, or materials you provide to us in connection with the Services;
• Any negligent, reckless, or intentionally wrongful act or omission by you or your employees, agents, or contractors.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree not to settle any such matter without our prior written consent.

9. Disclaimer of Warranties

The Website and all content, materials, information, and Services provided through the Website are provided on an AS IS and AS AVAILABLE basis without any warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Rev Care Inc. expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, we do not warrant that:

• The Website will be uninterrupted, timely, secure, or error-free;
• Any errors or defects in the Website will be corrected;
• The results obtained from the use of the Website or Services will be accurate, complete, or reliable;
• The quality of any products, services, information, or other material obtained through the Website will meet your expectations;
• The Website, its servers, or communications are free of viruses or other harmful components.

Any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

10. Termination

10.1 Termination by User

You may terminate your use of the Website at any time by ceasing to access or use the Website. The termination of any Service Agreement engagement shall be governed by the terms specified in the applicable Service Agreement.

10.2 Termination by Company

We reserve the right, in our sole discretion, to suspend or terminate your access to the Website, with or without notice, for any reason, including but not limited to your breach of these Terms, your violation of applicable law, or any conduct that we determine to be harmful to our interests or the interests of other users.

10.3 Effect of Termination

Upon termination of your access to the Website, your right to use the Website shall immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers of warranty, limitation of liability, indemnification, and governing law provisions.

11. Third-Party Links and Content

The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Rev Care Inc. We have no control over, and assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. We do not endorse, warrant, or make any representations regarding the accuracy, reliability, or completeness of any third-party content.

You acknowledge and agree that Rev Care Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Manitoba, Canada, and the federal laws of Canada applicable therein, without regard to their conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.2 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute informally. Either party may initiate this process by sending a written notice describing the dispute to the other party. The parties shall then engage in good-faith negotiations for a period of at least 30 calendar days before resorting to formal legal action.

12.3 Jurisdiction and Venue

Subject to the dispute resolution provisions above, any legal action, suit, or proceeding arising out of or relating to these Terms shall be instituted exclusively in the courts of competent jurisdiction located in Winnipeg, Manitoba, Canada. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

12.4 Time Limitation

Any claim or cause of action arising out of or related to the use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred, to the extent permitted by applicable law.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance of their obligations under these Terms or any Service Agreement to the extent such failure or delay is caused by circumstances beyond the affected party's reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor strikes, governmental actions, embargoes, internet or telecommunications failures, power outages, or supplier failures (each a Force Majeure Event).

The affected party shall promptly notify the other party in writing of the Force Majeure Event and its anticipated duration. During the period of a Force Majeure Event, the affected party's obligations shall be suspended to the extent made impossible or impractical by the Force Majeure Event, provided that the affected party uses commercially reasonable efforts to resume performance as soon as practicable.

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Service Agreement upon written notice to the other party without further liability, except for payment obligations that have accrued prior to the Force Majeure Event.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and Rev Care Inc. concerning your use of the Website and supersede all prior or contemporaneous communications, negotiations, understandings, and agreements, whether written or oral, regarding such subject matter.

14.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to achieve as nearly as possible the original intent and economic effect, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

14.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.5 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Rev Care Inc. You have no authority to bind us in any respect.

14.6 Notices

All notices required or permitted under these Terms shall be in writing. Notices to Rev Care Inc. shall be sent to chat@revive.mom or to 362 Kensington St, Winnipeg, MB R3J 1J5, Canada. Notices to you may be sent to the email address or contact information you have provided to us.

15. Contact Information

For questions, concerns, or notices related to these Terms of Service, please contact us:

• Email: chat@revive.mom
• Phone: +1 (339) 675-5993
• Address: Rev Care Inc., 362 Kensington St, Winnipeg, MB R3J 1J5, Canada
• Website: https://www.revive.mom

We value transparency and strive to address all inquiries thoroughly. Please allow up to two business days for an acknowledgment and up to ten business days for a complete response to complex matters.