Last modified: September 5, 2017
These Terms and Conditions (the “Terms”), entered into by and between REVV, LLC (“Revv”; “we”; “us” or “our”) and “you” (sometimes referred to as “Client”), govern your access to and use of the Platform and Services (as defined below).
BY ACCEPTING THESE TERMS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM OR SERVICES.
These Terms are effective between you and Revv as of the date you first access or use the Platform (“Effective Date”).
For purposes of these Terms: “Affiliate” means an entity that directly, or indirectly through one or more entities, controls, is controlled by, or is under common control with, the specified entity.
“Client Data” means the data and other information input by Client or Client Users into the Platform, but not including Consumer Data.
“Client User(s)” means Client, any of Client’s employees, customers or other third parties Client gives access to the Platform, but not including Consumers.
“Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the disclosing party considers confidential or proprietary, including information consisting of or relating to the disclosing party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, donors and donation information, and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential.”
“Consumers” means collectively Donors and customers.
“Consumer Data” means the information and data that a Client receives from Consumers who donate to Client or order Client’s Products (as defined below) through the Platform. For the avoidance of doubt, Consumer Data does not include any Cookie Data.
“Cookie” means a file placed in the storage memory of Consumers’ devices by Revv that is used to collect and store information about visitors to the Platform.
“Cookie Data” means all data and information collected and stored in Cookies.
“Donation(s)” means the money Client raises through the Platform (as defined below).
“Donor(s)” means users who contribute Donations through the Platform.
“Platform” means our website, located at www.revv.wpengine.com and/or our mobile applications, other platforms that connect to our website (including within the Client’s domain used to access or connect to our Services) and/or mobile applications, and the products and services provided at our website and/or mobile applications, as now existing or as may exist in the future.
“Services” means online fundraising or online ordering processing through our third party payment processer (“Payment Processor”); provision of Client Data or other information as needed by Client to satisfy fundraising reporting requirements as set forth in Section 8.6; placement of links on Client’s website to Revv’s website; and any other services the parties may mutually agree to in writing.
3. Agency Relationship
In the event Client accesses or accepts Donations through a third party agency who may accept these Terms on Client’s behalf (“Agency”), Client and Agency agree and acknowledge that: (i) Client Data and Consumer Data may be shared or accessed by an Agency if the Agency has created the account on Client’s behalf or if Client authorizes the Agency to access Client’s account; (ii) Revv is not responsible or liable for any Consumer Data or Client Data that is used, lost, or otherwise misappropriated by an Agency that Client has granted access to; (iii) Agencies are solely responsible for notifying Client of any applicable fees and for charging fees to Client; and (iv) Agencies are responsible for any actions carried out while accessing Client accounts.
4. The Platform
The Platform is offered and available to users who are 18 years of age or older, or another entity authorized to do business pursuant to applicable law. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with Revv and meet all of the foregoing eligibility requirements. The owner of the Platform is based in the United States. Revv provides this Platform for use only by persons located in the United States. Revv makes no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. If you do not meet all of these requirements, you must not access or use the Platform. Revv reserves the right to review and approve or deny any organization that signs up to use the Platform.
4.2 Prohibited Uses
Client Users may use the Platform only for lawful purposes and in accordance with these Terms. Client Users shall not: (i) use the Platform in any way that violates applicable federal, state, local, or international law or regulation (including, without limitation, to facilitate any illegal transaction or to commit fraud); (ii) provide Platform passwords or other log-in information to any third party; (iii) share non-public Platform features or content with any third party; (iv) use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (v) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform; (vii) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform; (viii) attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; (ix) use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without Revv’s prior written consent;(x) use any device software or routine that interferes with the proper working of the Platform; (xi) access or reverse engineer the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform; (xii) use the Platform to promote, advocate, sell, or offer any illegal activity, good, or service; (xiii) use the Platform to promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (xiv) use or access the Platform to infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (xv) be a high-risk or regulated business such as, but not limited to financial services, securities, and pharmaceuticals; (xvi) use the Platform or Services to engage in, advertise, or encourage gambling; (xvii) engage in any other conduct when using that Platform that Revv deems inappropriate in Revv’s sole discretion; or (xviii) use the Application Programming Interface (“API”) to create databases, compilations of data, or to access or use any material on the Platform to populate any other sites, applications, databases, or services, other than to process Donations through the Platform, to improve transaction flows through the Platform, or for any other purpose not explicitly permitted hereunder.
4.3 Linking to the Platform
Client may link to the Platform homepage, provided it is done in a way that is fair and legal and does not damage Revv’s reputation or take advantage of it, but Client must not establish a link in such a way as to suggest any form of association, approval or endorsement on Revv’s part without Revv’s express written consent. Client agrees to cooperate with Revv in causing any unauthorized framing or linking to cease immediately. Notwithstanding the foregoing, Revv does not approve or endorse any individual campaign or candidate. At our sole discretion, Revv reserves the right to withdraw linking permission without notice.
4.4 Changes to the Platform
Revv reserves the right to withdraw or amend the Platform, and any service or material provided on the Platform, in its sole discretion and without notice. Revv will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Revv may restrict access to some parts of the Platform, or the entire Platform, to Client Users.
4.5 Reliance on Information Posted
Revv does not warrant the accuracy, completeness, or usefulness of any information provided on the Platform. Revv disclaims all liability and responsibility arising from any reliance placed on such information by Client Users or any other visitor to the Platform, or by anyone who may be informed of any of the Platform’s contents. This Platform includes content provided by third parties, including materials provided by Client Users. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Revv. Revv does not undertake to review material before it is provided on the Platform. Accordingly, Revv is not responsible, or liable to Client Users or any third party, for the content or accuracy of any materials provided by any third parties.
4.6 Removal Rights; Enforcement
These Terms do not require that Revv take any action against Client Users for violating the Terms, but Revv is free to take any such action if we see fit. Revv has the right to terminate or suspend Client User’s access to the Platform without advanced notice, and disable any username, password or other identifier at any time in Revv’s sole discretion for any or no reason, including if, in our opinion, any Client User has violated any provision of these Terms. We may also take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS REVV AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY REVV DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER REVV OR LAW ENFORCEMENT AUTHORITIES.
5. Client Obligations
5.1 Responsibility for Use of the Platform
Client is responsible and liable for all Client Users’ compliance with these Terms and for all activities that occur through Client User’s use of the Platform through access Client provides, either directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
5.2 Responsibility for Products and Donations
Client may offer Consumers Client’s goods and services (collectively, the “Products”) through the Platform. Client acknowledges and agrees that Revv is not a party or an agent of any transactions conducted via the Platform. Client is solely responsible for the resolution of disputes between Client and Consumers for all Donationsmade on or through the Platform and all Products purchased through the Platform. Client acknowledges and agrees that Revv has no control over and shall not be responsible in any way for: (i) the existence, quality, shipping, fulfillment, safety, legality of Products made available on or through the Platform; (ii) Donations made or solicited on the Platform; (iii) the truth or accuracy of Client’s contents or listings; (iv) the ability of Clients to deliver Products, or deliver on promises made related to the Donations; (v) or the ability of Donors to make the Donation or for Consumers to pay for the Products they order; or (vi) the legality and legitimacy, or lack thereof, for any Donations and any resulting losses or liability incurred by Client. Client shall be solely responsible for processing any refunds for the Donations or Products and in no event shall Revv be responsible in any way for processing such refunds. All sales of Products shall be subject to Client’s terms and conditions of sale.
Client is solely responsible for all telecommunication or Internet connections and associated fees required to access and use the Platform. Revv is not responsible for (i) Client’s access to the Internet; (ii) interception or interruptions of communications through the Internet; or (iii) changes or losses of data through the Internet.
5.4 Electronic Marketing
Revv shall not be held responsible for the content of any fundraising solicitations, electronic mail, direct mail, text messages, phone calls or any other form of communication directly to Client Users or Donors. Client shall be responsible for ensuring that all such communications comply with all applicable laws, rules, regulations and order, including, but not limited to, the CAN-SPAM Act of 2003, Telephone Consumer Protection Act, Do Not Call laws, and the Telemarketing Sales Rule. Client shall maintain any and all records relating to its compliance with such laws.
5.5 User Content
The Platform allows Client Users to post, submit, display, or transmit content or materials (collectively, “User Content”). Client understands and acknowledges that it is responsible for any User Content submitted or contributed, and Client, not Revv, has full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. Client Users shall not submit or transmit User Content that is obscene, offensive, inappropriate or that violates any applicable law or regulation, contract, privacy or other third party right, or that otherwise exposes Revv to civil or criminal liability. Client hereby represents and warrants that User Content shall not infringe the intellectual property rights of any third party. NEITHER REVV NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY LIABILITY, LOSS, DAMAGES, OR EXPENSES RESULTING FROM BREACHES OF THIS SECTION 5.5.
5.6 Account Security
Client Users must treat their user names and passwords as confidential and not disclose it to any other person or entity. Client Users shall take reasonable steps to prevent unauthorized access to or use of the Platform, including without limitation by protecting its passwords and other log-in information. Client Users shall notify Revv immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach. Revv is not liable for loss or fraud as a result of loss or stolen passwords. Client should use particular caution when accessing its account from a public or shared computer or mobile device so that others are not able to view or record Client’s password or other personal information or able to make, modify, or discontinue Services provided to Client.
5.7 Export/Import Control Compliance
The sale, resale or other disposition of the Platform, Products or Services and any related technology or documentation may be subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Client is solely responsible for complying with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export or import the Platform, Products, or Services to any country to which such export or transmission is restricted or prohibited. Client understands and acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
6. Fees and Payment
6.1 Transaction Fees
Unless otherwise set forth in a separate written agreement between Client and Revv (a “Fee Amendment”), all transactions (whether for Donations or for Products) made on or through the Platform shall incur a transaction fee of four (4) percent plus $.30 for each transaction processed by Revv on behalf of Client, which includes all fees and other charges to Revv and Revv’s Payment Processor (“Transaction Fees”). Except in the event the parties have entered into a Fee Amendment, in which case any revision of Transaction Fees shall be in accordance with such Fee Amendment, Revv reserves the right to revise the Transaction Fees from time to time, upon written notice to Client. 6.2 Bank Fees. Clients receive amounts donated (less the Transaction Fees) directly from Revv’s Payment Processor and not from Revv. Revv takes no responsibility for such payments. Client is responsible for any fees associated with their receipt of the remaining amounts. Client shall pay any and all credit card and merchant bank fees in addition to the Transaction Fees.
Client will provide valid and updated credit card or bank account routing information, and authorizes Revv’s Payment Processor to charge such credit card or bank account for the Transaction Fees as set forth in Section 6.1 (Transaction Fees). Client is responsible for providing complete and accurate billing and contact information to the Platform and notifying Revv of any changes to such information.
The Transaction Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with the Terms hereunder. Revv reserves the right to invoice Client for any Taxes that Revv may be charged as a result of the Services provided to Client. Client shall pay such invoice within 30 days of the date of the invoice.
Revv shall not be responsible for refunding money for any reason including, but not limited to, contributions that exceed legal limits and/or contributions cancelled by a Donor. Any payment disputes between Client and Consumers are the sole and exclusive responsibility of Client. Nothing in these Terms shall imply that Revv is under any legal obligation to insure that a Donormeets the requisite legal requirements for or has not exceeded legal limits on contributions. 6.6 Recurring Donations. Donors may choose to make a Donation on a recurring basis (a “Recurring Donation”). Client must provide clear andconspicuous notice to Donors that they are opting into a Recurring Donation and provide a method to Donors for opting out of Recurring Donations. Failure to comply with this Section 6.6 may lead to a suspension of Client’s account.
7. Intellectual Property Rights
7.1 Intellectual Property
This is not a work made-for-hire agreement (as that term is defined in Section 101 of Title 17 of the United States Code). Revv and its licensors and licensors own and shall continue to own all right, title, and interest, including intellectual property and other rights such as patents, trademarks, copyrights and trade secrets, in the Platform and all enhancements, modifications, and updates thereto. Except for express licenses granted under these Terms, Revv is not granting or assigning to Client any right, title, or interest, express or implied, in or to Revv’s intellectual property. Revv reserves all rights in such property.
Revv’s name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Revv or its affiliates or licensors. You must not use such marks without the prior written permission of Revv. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.
Client may provide Revv with suggestions, comments or other feedback (collectively, “Feedback”) with respect to the Platform or Services. Feedback is voluntary. Revv is not obligated to hold it in confidence. Revv may use Feedback for any purpose without obligation of any kind. To the extent a license is required under any Client intellectual property rights to make use of the Feedback, Client grants Revv an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Revv’s business, including the enhancement of the Platform.
8.1 Client Data
All right, title, and interest in Client Data is and shall remain with Client. Client grants Revv and its Affiliates a perpetual, non-exclusive, world-wide, royalty-free, fully paid-up, license to store and use Client Data: (i) to perform Revv’s obligations under the Terms; and (ii) as may be required by law. Client will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Revv for use as contemplated under the Terms. Except for the limited license granted in this Section, nothing contained in the Terms will be construed as granting Revv any right, title, or interest in the Client Data.
8.2 Consumer Data
As between Client and Revv, all right, title, and interest in Consumer Data is and shall remain with Client. Subject to Section 8.4, Client grants Revv and its Affiliates a perpetual, non-exclusive, world-wide, royalty-free, fully paid-up, license to access, store, use, and otherwise exploit the Consumer Data, including for any purposes that may be required by law. Client will be responsible for obtaining all rights, permissions, and authorizations to provide the Consumer Data to Revv for use as contemplated under the Terms. Except for the limited license granted in this Section, nothing contained in the Terms will be construed as granting Revv any right, title, or interest in the Consumer Data.
8.3 Cookie Data
All right, title, and interest in Cookie Data, including Cookie Data related to the Client domain, is and shall remain with Revv. Revv grants no right, license, or authorization to Client with respect to any Cookie Data.
8.4 Consumer Lists; No Sales of Consumer Lists
Notwithstanding anything to the contrary, as between Client and Revv, all right, title, and interest in any list of Client’s Consumers who have performed a transaction with the Client on or through the Platform (“Consumer List”) is and shall remain with the Client. Client grants Revv and its Affiliates a perpetual, non-exclusive, world-wide, royalty-free, fully paid-up, license to store and use Client’s Consumer List: (i) to perform Revv’s obligations under the Terms; and (ii) as may be required by law. Revv shall not sell Client’s Consumer List to any third party.
8.5 Aggregated Data
Revv may also use aggregated Client Data or Consumer Data, and other information that does not identify any individual, without restrictions, including for marketing, survey, and benchmarking purposes, in the review and development of the Platform, Platform usage and other similar purposes (“Aggregated Data”). Aggregated Data will not be considered Client Confidential Information.
8.6 Reporting and Provision of Data
Upon request from Client, Revv will compile and provide certain Client Data or Consumer Data collected through the Platform to be used by Client to facilitate reporting requirements. The minimum fields for reporting shall be those mutually agreed to by the parties. REVV IS NOT PROVIDING ADVICE, COUNSEL, OR ANY SORT OF GUIDANCE WITH RESPECT TO CLIENT’S LEGAL, REGULATORY, COMPLIANCE, AND REPORTING REQUIREMENTS. CLIENT MAINTAINS SOLE AND EXCLUSIVE RESPONSIBILITY FOR ALL LEGAL OBLIGATIONS AND REQUIREMENTS.
9.1 Confidential Information
During the course of these Terms, each party may disclose to the other certain Confidential Information to the other party. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving party of these Terms; (ii) was previously known to the receiving party prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third party without any breach of any obligation of confidentiality; or (iv) was independently developed by a party hereto without reference to Confidential Information of the other party.
9.2 Protection of Confidential Information
Except as expressly provided in these Terms, the receiving party will not use or disclose any Confidential Information of the disclosing party without the disclosing party’s prior written consent, except disclosure to and subsequent uses by the receiving party’s employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the receiving party’s obligations under this Section 9. Subject to the foregoing nondisclosure and non-use obligations, the receiving party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving party uses to protect the receiving party’s own Confidential Information and trade secrets, and in no event less than reasonable care. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
9.3 Compelled Disclosures
Notwithstanding the foregoing, if the receiving party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing party waives compliance or, after providing the notice and assistance required under this Section 9.3, the receiving party remains required by law to disclose any Confidential Information, the receiving party shall disclose only that portion of the Confidential Information that[, on the advice of the receiving party’s legal counsel, the receiving party is legally required to disclose and, on the disclosing party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
10. Warranties and Disclaimers
10.1 By Client
Client represents and warrants that: (i) no pending or threatened claim or litigation would have a material adverse impact on its ability to perform under these Terms; (ii) it has accurately identified itself and not provided any inaccurate information about itself or any Client Users through the Platform; (iii) it will comply with all laws and regulations applicable to its use of the Platform, Services, or Donations; (iv) it will not upload or expose the Platform to a virus or other malicious code; (v) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (vi) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; (vii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; (viii) it is not organized for any illegal, fraudulent, impermissible or illegitimate purpose.
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. REVV EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. REVV DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY REVV OR REVV’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN.
THE PLATFORM MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CLIENT ACKNOWLEDGES AND AGREES THAT REVV AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (i) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CLIENT DATA, WEB SITES, COMPUTERS, OR NETWORKS. REVV WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER, EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Client is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. REVV WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY SITES LINKED TO THE PLATFORM.
REVV HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PRODUCTS, SERVICES, OR CAMPAIGN REPRESENTATIONS CLIENT MAKES, OFFERS, SELLS, OR PROVIDES TO CONSUMERS AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION OF THE PRODUCTS AND SERVICES.
Client takes full responsibility for the validity or legality of any transaction made on or through the Platform, including any compliance with applicable laws related to political donations.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11.1 Client Indemnity
Client will defend and indemnify Revv and hold it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) incurred by Revv as a result of any claim by a third party arising out of or from: (i) Client or Client User’s use of the Platform, Services, or Donations; (ii) Revv’s authorized use of the Client Data or Consumer Data; (iii) infringement or misappropriation of any intellectual or proprietary rights in the Client Data or Consumer Data; (iv) Client’s compliance, disclosure, registration or reporting responsibilities pursuant to applicable law or regulations; (v) Client’s breach or alleged breach of any of its representations and warranties under these Terms; (vi) Client’s breach of Section 5.4 (Electronic Marketing); (vii) Client’s Products or Consumer’s use thereof; or (viii) Clients use of Donations from Donors. The foregoing indemnification obligation of Client is contingent upon Revv promptly notifying Client in writing of such claim (provided the failure or delay in doing so shall not relieve Client from any obligations to indemnify Revv except to the extent that such delay or failure materially prejudices the defense of such claim), permitting Client sole authority to control the defense or settlement of such claim, provided that Client may not settle any such claim unless it unconditionally releases Revv of all liability, and providing Client reasonable assistance (at Client’s sole expense) in connection therewith.
12. Limitations of Liability
NEITHER REVV NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUES, DONATIONS, DONORS OR POTENTIAL DONORS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THESE TERMS, THE PLATFORM, AND ANY SERVICES RENDERED HEREUNDER. THE TOTAL LIABILITY OF REVV AND ITS VENDORS AND LICENSORS TO CLIENT OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE PLATFORM, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED $1,000 DOLLARS. The allocations of liability in this Section represent the agreed, bargained-for understanding of the parties and Revv’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in these Terms are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, even if Revv has been advised of the possibility of such damages, even if such damages were foreseeable, and regardless of whether any limited remedy provided for in these Terms fails of its essential purpose.
12.2 Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
13. Term and Termination.
These Terms shall be effective as of the Effective Date, and shall remain in full force until terminated as provided herein.
In the event Revv, in good faith believes or otherwise becomes aware of Client’s violation of the Terms, then Revv may suspend Client’s access to and use of the Platform. The duration of such suspension is at the sole determination of Revv and shall continue until such time as Revv determines that Client has cured the breach resulting in such suspension. Revv may also suspend access and use of the Platform with respect to any individual Client Users’ account: (i) to prevent damages to, or degradation of, the Platform or Revv’s systems; (ii) to comply with any law, regulation, court order, or other governmental request; or (iii) to otherwise protect Revv from potential legal liability. Any such suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the cause of the suspension.
13.3.1 Either party may terminate the Terms for its own convenience and without cause at any time.
13.3.2 The exercise of the right to terminate these Terms shall be in addition to any other right and remedy provided in the Terms or existing at law or equity that is not otherwise excluded or limited under the Terms.
13.4 Effects of Termination
13.4.1 Upon any termination, Client’s right to use and access the Platform shall immediately cease and Revv shall stop accepting any Donations for or on behalf of the Client.
13.4.2 After the effective date of termination of these Terms, Revv shall have no obligation to maintain or provide Client Data to Client. Revv may, in its sole discretion, delete or destroy any Client Data or Consumer Data in its possession in compliance with its data retention policy, unless Revv is required by law to retain the Client Data or Consumer Data. Prior to the expiration or termination, Client may request, in writing, that Revv provide Client with a copy of the Client Data in its possession and in the form and format as such Client Data exists of the effective date of such termination. Notwithstanding the foregoing, Revv is under no obligation to delete or destroy the Client Data or Consumer Data, and may continue to exercise its rights in the Client Data and Consumer Data pursuant to Section 8.
14. Miscellaneous Provisions
14.1 Independent Contractor
Revv, its personnel, agents, subcontractors and independent contractors are not employees or agents of Client and are acting as independent contractors with respect to Client. Neither party is, nor shall be considered to be, an agent, distributor, partner, joint venturer or representative of the other party for any purpose, and neither party shall have the authority to act on behalf of, or in the name of, or to bind the other party in any manner whatsoever.
14.2 Force Majeure
Neither party to these Terms shall be liable for delays or failures in performance under the Terms (other than the payment obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, including acts of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage or dispute, governmental act or failure of the Internet, power failure, energy interruption or shortages, other utility interruption, telecommunications interruption provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
14.3 Entire Agreement; Construction; Modifications
Except for any Fee Amendment entered into by the parties, if any, these Terms constitute the entire understanding between the parties related to these Terms which understanding supersedes and merges all prior understandings and all other proposals, letters, agreements, oral or written. The parties further agree that there are no other inducements, warranties, representations or agreements regarding the matters herein between the parties except as expressly set in these Terms. As used herein, the term “including” shall mean “including, without limitation”; the term “includes” as used herein shall mean “includes, without limitation”; and terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. The Terms may not be modified, amended or altered in any manner except by a written agreement signed by both parties, and any attempt at oral modification shall be void and of no effect.
Client may not assign its rights or delegate its duties under these Terms either in whole or in part without the prior written consent of Revv. Any attempted assignment or delegation without such consent will be void and Revv may immediately terminate these Terms for cause. Except as provided above, the Terms shall apply to, inure to the benefit of, and be binding upon the parties hereto and their successors and assigns.
14.5 No Waiver
The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed to be a waiver of any further right hereunder.
14.6 Arbitration; Severability
All disputes under, concerning or relating to these Terms shall be resolved by mandatory binding arbitration. The arbitration proceeding shall be administered by the American Arbitration Association (“AAA”). Arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules. If there is any inconsistency between the Terms hereof and any such rules, the terms and procedures set forth herein shall control. A single arbitrator will resolve the dispute and shall be selected by mutual agreement of the parties. If the parties are unable to agree to an arbitrator, the AAA shall select and appoint the arbitrator. The arbitration shall be conducted in Wilmington, Delaware or such other location as may be mutually agreed upon in writing by the parties. The arbitration shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. The prevailing party in such a dispute is entitled to recover fees and expenses including a reasonable attorney’s fee. In the event any provision of the Terms is held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of these Terms will remain in full force and effect.
Any notice or reports required or permitted to be given under these Terms will be given in writing and will be delivered by personal delivery, facsimile transmission or by certified mail, postage prepaid, return receipt requested, and will be deemed given upon personal delivery, three (3) days after deposit in the mail, or upon acknowledgment of receipt of facsimile transmission to the address for notice set forth below. Notwithstanding the foregoing, day-to-day communications and notifications under these Terms (excluding notices of default, renewal, termination and indemnification) may be made through other reliable means, including through email.
14.9 Headings; Counterparts
The headings contained in the Terms are for purposes of convenience only and shall not affect the meaning or interpretation of these Terms. These Terms may be executed in two or more original or facsimile counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.