1. OVERVIEW AND CONTRACT STRUCTURE
These Terms of Service (“Terms”) govern Customer’s access to and use of services provided by Revion Solutions Incorporated (“Revion”), including managed hosting, cloud platforms, application services, software-as-a-service products such as GuardGrid, and related support (collectively, the “Services”). By ordering, accessing, or using the Services, Customer agrees to be bound by these Terms.
These Terms incorporate, as applicable, the following additional documents: Master Services Agreement (MSA), Order Form(s) or Statement(s) of Work (SOW), Service Level Agreement (SLA), Acceptable Use Policy (AUP), Data Processing Agreement (DPA) or BAA where required, and documented security or privacy practices.
Order of precedence: if Customer and Revion execute a written agreement that expressly governs the Services, that written agreement controls in the event of a conflict with these online Terms. These Terms apply only where the written agreement is silent. Any conflicting terms submitted through purchase orders, vendor portals, or other non-signed forms have no legal effect unless expressly accepted in writing by Revion.
1a. GUARDGRID AND REVION-OPERATED DIGITAL SERVICES
Revion Solutions Incorporated operates GuardGrid, a web governance and digital-quality platform that may be offered directly or through Revion brands such as CollegeInbound. Depending on the applicable plan, configuration, and connected services, capabilities may include accessibility and WCAG analysis, SEO, AEO, brand monitoring, search performance, traffic analytics, privacy-related and security-related site checks, reporting and evidence, GuardGrid Intelligence, and governance and workflows. This description does not promise every capability to every Customer.
The GuardGrid Terms provide product-specific terms, and the GuardGrid Privacy Policy provides detailed product-specific privacy and Google API disclosures. Subject to the written-agreement precedence stated above, the GuardGrid Terms govern GuardGrid-specific matters in the event of a conflict with these corporate Terms.
2. AUTHORIZED USERS AND ACCOUNT RESPONSIBILITIES
Customer must ensure that only authorized personnel access the Services using Customer-provided credentials. Customer is responsible for all actions taken under its credentials, whether authorized or not. Customer will identify Authorized Users who may request account changes or support actions. Revion may decline requests from non-authorized individuals for security reasons and may require identity verification. Customer must notify Revion promptly of unauthorized access or suspected compromise.
3. ACCEPTABLE USE
Customer must use the Services only for lawful purposes and in accordance with the AUP. Violations of the AUP constitute a material breach of these Terms. The AUP may include, without limitation, prohibitions on malicious activity, unauthorized access attempts, delivery of unsolicited mass messages, or hosting or distributing pirated or unauthorized copyrighted content (“warez”). Revion may update the AUP periodically.
4. SERVICE ACCESS, AVAILABILITY AND MAINTENANCE
Revion will use commercially reasonable efforts to provide the Services consistent with applicable SLAs. Customer acknowledges that service interruptions may occur for scheduled or emergency maintenance, equipment failures, third-party outages, or circumstances beyond Revion’s reasonable control. The SLA describes Customer’s exclusive remedies for service availability issues.
4a. CONNECTED THIRD-PARTY SERVICES
Customer may choose to connect supported third-party accounts and services to GuardGrid, including Google Search Console and Google Analytics 4. Customer must have authority to connect the selected accounts and properties and authorize access to their data. These Google integrations request read-only access through Google’s OAuth flow.
Availability of connected functionality depends in part on the third-party provider. Provider or API changes, permission changes, and service interruptions may affect related GuardGrid functionality. Disconnecting an integration may disable features that depend on it. Third-party services, including Google services, remain subject to their providers’ applicable terms and policies. These integration requirements do not reduce Revion’s own obligations for the Services or the customer data it processes.
5. SECURITY RESPONSIBILITIES
Revion implements administrative, physical, and technical safeguards appropriate for systems under its operational control. Unless expressly stated in an Order or SOW, Customer is solely responsible for security of its applications, user authentication configuration, encryption of Customer Content, and patching of Customer-installed software. Revion may deploy urgent security updates or changes necessary to maintain platform integrity.
6. BETA, PREVIEW, OR EARLY-ACCESS SERVICES
Revion may, at its discretion, make beta, preview, or early-access features available. Such features are optional and provided “as-is” with no warranties or SLAs. Revion may suspend or modify such features at any time without notice. Customer assumes all risks associated with their use.
7. FEES, BILLING, INVOICING AND NONPAYMENT
Customer agrees to pay all fees specified in applicable Orders or invoices. Unless otherwise stated in an Order: recurring subscriptions renew automatically, fees are billed in advance, and Revion may suspend Services for nonpayment. Notices and invoices may be provided electronically. Billing disputes must be submitted in writing within ten business days of invoice receipt. Customer is responsible for taxes or government-imposed charges associated with the Services.
Invoices are due on the date stated on the invoice. Revion’s billing system sends invoice notices, advance reminders, and overdue notices electronically to the billing contact on the account. These notices are provided as a courtesy. Failure to receive, open, or act on a notice does not extend a due date, waive a late fee, or prevent suspension or termination. Customer is solely responsible for maintaining a current and actively monitored billing email address, a valid payment method, and correct contact details in the Revion client portal.
Unless an Order or signed agreement states otherwise, nonpayment escalates on the following schedule, measured from the invoice due date:
- Day 0: Payment due.
- Day 1: Account is past due. Revion may apply late fees and interest at the rate stated on the invoice or in the applicable Order, or the maximum rate permitted by applicable law if lower, and may suspend the Services under Section 7a. Suspension may occur without further notice beyond the invoice and overdue notices already sent.
- Day 7: Revion may terminate the Services and permanently delete all associated Customer Content under Section 8.
Revion may apply these steps earlier where an account has a failed or reversed payment, a chargeback, or a history of late payment, and may require prepayment, a deposit, or a different billing cycle as a condition of continued or restored service.
7a. SUSPENSION, REINSTATEMENT AND RECONNECTION FEES
Suspension disables Customer’s access to the Services while the underlying environment is retained for the short period described in Section 7. Suspension is not termination and is not a pause in billing. Recurring fees continue to accrue during suspension, and all amounts owed for the suspension period remain payable.
Service is not restored automatically on payment. To reinstate a suspended environment, Customer must pay in full all outstanding invoices, all late fees and accrued interest, all fees that accrued during the suspension period, and a reconnection fee.
The reconnection fee is set by Revion at its sole discretion and is based on the scope and complexity of the affected environment and the engineering work required to return it to service. Factors include the number and type of systems involved, database, application and platform complexity, dependencies such as DNS, certificates, mail routing and integrations, the length of the suspension, and whether resources, licenses, or third-party cloud capacity were released and must be reprovisioned. Because environments differ, the reconnection fee is not a fixed published amount. Revion will communicate the applicable reconnection fee to Customer in writing before performing any reinstatement work, and payment of that amount in full is a condition of reinstatement.
Reinstatement is available only while the environment still exists and has not been terminated and purged under Section 8. Revion is under no obligation to reinstate a suspended account, and may decline reinstatement or require prepayment, a deposit, or a new Order at then-current pricing as a condition of restoring service.
Downtime occurring during a suspension for nonpayment is excluded from all availability measurements and does not qualify for SLA credits or any other remedy.
8. TERM, RENEWAL AND TERMINATION
Unless otherwise defined in an Order or SOW, the Initial Term begins when Services are activated and renews automatically for successive renewal periods equal in length to the Initial Term. Either party may terminate for convenience by giving at least 30 days’ notice prior to renewal. Revion may suspend or terminate immediately for material breach, including AUP violations, security risks, or nonpayment.
Termination for nonpayment and permanent deletion of data. If an account remains unpaid and Customer does not bring the account current or respond to Revion’s notices, Revion may terminate the affected Services on the schedule in Section 7 without further notice. On termination, Revion will decommission the environment and permanently delete all Customer Content and account artifacts associated with it, including but not limited to servers and instances, storage volumes, databases and schemas, application files, configuration, mailboxes, logs, snapshots, and any backups held in Revion-managed systems.
This deletion is permanent, irreversible, and applies regardless of any payment, request, or communication received after termination. Revion does not retain an archive, escrow, or standby copy of terminated environments, and cannot restore, recover, rebuild, or export Customer Content after deletion. Restoration is not available for purchase at any price. Resuming service after termination requires a new Order, new provisioning, and payment of then-current setup and subscription fees, and the prior environment and its data will not be available.
Customer is solely responsible for exporting or backing up Customer Content before the deletion date. Any request for a data export or handover must be received while the account is suspended and before termination, and is subject to payment in full of all outstanding amounts plus a data-retrieval fee quoted by Revion. Revion has no obligation to delay termination or deletion in order to accommodate such a request.
Upon any other termination, Customer accounts and content may also be deleted. Revion has no obligation to retain Customer data unless a signed agreement requires post-termination retention.
9. MODIFICATION OF TERMS
Revion may modify these Terms at any time. For material changes, Revion will provide reasonable prior notice. If a modification materially and adversely affects Customer, Customer may decline the modification and terminate the affected Services by written notice within 30 days of the change notice. Continued use of the Services after notice constitutes acceptance of the updated Terms.
10. INTELLECTUAL PROPERTY
Revion retains all intellectual property rights in the Services, including systems, software, documentation, and methods. Customer retains ownership of its data and content (“Customer Content”) and control over the connections it authorizes. Revion does not claim ownership of Customer’s Google-connected data. Customer grants Revion only the limited rights necessary to store, process, transmit, or otherwise handle authorized Customer Content to provide and secure the Services, support Customer, maintain customer-facing functionality, and comply with applicable obligations. These rights are subject to applicable privacy disclosures and third-party data-use requirements, including the GuardGrid Privacy Policy for Google-connected GuardGrid data.
11. CONFIDENTIALITY
Each party will protect the other party’s confidential information using safeguards generally consistent with industry standards and may use confidential information only for the purpose of performing obligations under these Terms. Confidential information excludes information that becomes public through no act or omission of the receiving party.
12. WARRANTY DISCLAIMER AND DATA BACKUP LIMITATIONS
Although Revion may perform or facilitate backups as described in an applicable Order, Revion does not guarantee that backups will be free from corruption or successfully restored. Backup failures may result from issues including corrupted Customer Content prior to backup or modifications occurring while a backup is in progress. Revion will use commercially reasonable efforts to assist Customer in troubleshooting issues related to Revion-managed backups, but Customer acknowledges that maintaining independent backup copies of Customer Content outside of Revion systems is Customer’s sole responsibility.
Except as expressly stated in a written agreement signed by both parties, Revion makes no representations or warranties of any kind, whether express, implied, statutory, or arising from course of dealing, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free service, or accuracy of results. The Services are provided “as-is,” “as-available,” and with all faults. The SLA, if applicable, describes Customer’s sole remedies for availability or performance issues.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall Revion be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; any loss of profits, revenue, goodwill, or anticipated savings; or any damages relating to data loss, restoration failure, or inability to access Customer Content, even if Revion has been advised of the possibility of such damages.
Except for Customer’s payment obligations and indemnification obligations, Revion’s aggregate liability for any claim arising out of or relating to the Services or these Terms shall not exceed the fees paid by Customer for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability. Unless a written agreement explicitly states otherwise, SLA credits or remedies constitute Customer’s sole and exclusive remedies for downtime or performance failures.
These limitations apply regardless of theory of liability and form an essential basis of the agreement.
14. INDEMNIFICATION
Customer agrees to defend, indemnify, and hold Revion harmless from claims and associated costs arising from Customer’s use of the Services in violation of applicable law or these Terms, Customer Content, or disputes between Customer and its end users.
15. GOVERNING LAW AND VENUE
These Terms shall be governed by the laws of the State of New Jersey without regard to conflict-of-law principles. Exclusive venue for disputes related to these Terms shall be in the state or federal courts located in Essex County, New Jersey.
16. NOTICES
Notices must be in writing and may be delivered electronically to the email associated with Customer’s account, via the Revion client portal, or to such other address designated in writing.
17. CONTACT INFORMATION
Revion Solutions Incorporated
184 South Livingston Ave., Suite 9 #306
Livingston, NJ 07039
Phone: 973-200-2757