Updated: April 20, 2020
PLEASE READ THESE TERMS AND CONDITIONS ("AGREEMENT" OR "TERMS AND CONDITIONS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY REVSEND LLC. ("REVSEND"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES (AS DEFINED BELOW). BY USING THE SERVICES, OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE REVSEND PRIVACY POLICY.
Services and License
• Services. RevSend, Inc. ("RevSend," "we," "us," "our") offers B2B gifting services (the "Services") through its gifting ecommerce platform. The platform consists of: (a) a gifting marketplace; (b) campaign management system; and (c) reporting center (collectively, the "Platform").
• License. RevSend hereby grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable license to access the portions of the Platform ordered by Customer solely for the purpose of receiving and using the Platform in accordance with this Agreement. All rights not expressly granted herein to Customer are reserved to RevSend, its affiliates, its subsidiaries, and its licensors.
• Access. The Customer will have one Admin (the "Admin) who will distribute access to the platform to individual users (the "User"). Each user is will be given one license (the "license") to access the Platform and the customer will be charged for each license.
Term, Fees and Payment
• Subscription Period: The Subscription Period as defined in this Agreement with respect to Customer's use of RevSend's Platform is the period of time that the Customer has been granted access to the platform by RevSend. The Customer is billed for the first Subscription Period beginning on the first day of use. The Customer is billed for each following Subscription Period automatically and at any time prior to the beginning of said Subscription Period. The Subscription Period will automatically and indefinitely renew following the end of the current Subscription Period unless otherwise terminated by RevSend. The Subscription Period is subject to change by RevSend at any point in time, for any reason or no reason, and the Customer's payments relating to a Subscription Period are non-refundable, even if Customer is not granted access to the platform during the Subscription Period for which payment was made.
• Fees and Payment. Customer shall pay all amounts due to RevSend under this Agreement by credit card. At the end of the Customer's subscription billing period, the Customer will be automatically billed for (1) licenses to be valid for the next subscription billing period, as determined by the number of active users at the moment the current subscription billing period ends and (2) licenses that were added during the current subscription billing period, prorated to the day the additional licenses were added. Customer agrees to pay any automated payments within the platform. RevSend has the ability to make changes to fees and payment at any time, without notice.
• Taxes. The fees described in Section 2.2 are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding U.S. taxes based on RevSend's net income) unless Customer has provided RevSend with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to RevSend on account thereof.
• Modifying Your Subscription: Modification of subscription can be made at any time by RevSend, unless otherwise stated in a contractual agreement. For an increase in the number of users, refer to section 2.2.
• Billing Discrepancies. Customer agrees that it shall notify RevSend within (60) days of payment to RevSend if it intends to dispute any charge, and that after (60) days all undisputed payments will be deemed to have been accepted.
• Termination. Customer may immediately terminate the Services through the Platform. Customer will not receive refunds for any early termination. Customer must terminate their contract at any point prior to the 1st of the subsequent month to avoid being charged. RevSend may suspend its provision of, and customers access to the Platform at any time, with or without cause, and without written notice.
• Effect of Termination. Upon termination or expiration of this Agreement: (a) the license granted under Section 1.2 shall terminate; (b) Customer shall cease using the Platform and Services and, upon request by RevSend, shall request (1) Customer pay any unpaid fees; and (e) each party shall destroy all copies of Confidential Information of the other party.
• Warehouse Policy. Unless otherwise stated in a contractual agreement, warehouse access is limited to Strategic clients as defined by Customers who have more than (10) licenses. Upon termination, Customer must remove contents within (30) days of the termination date, or otherwise forfeit those contents.
##Privacy Policy
RevSend Privacy Policy. Our Collection of data and use of this information is governed by our Privacy Policy, available at revsend.com/privacy-policy.html
Intellectual Property Rights
• RevSend has and retains ownership of, and all intellectual property rights relating to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law. Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posed, or transmitted in any form or by any means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Platform.
• All content included as part of the Platform, such as text, graphics, logos, images, as well as the compilation thereof, any software used on the Platform , is the property of RevSend or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto
International Users
• The Service is controlled, operated and administered by RevSend from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the RevSend Content accessed through revsend.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Confidentiality
• Confidential Information. "Confidential Information" of a party means all data and information that is submitted to or learned by either party in connection with this Agreement, including information relating to either party's customers, technology, operations, facilities, products, systems, procedures, practices, research, development, employees, business affairs and financial information. Without limiting the foregoing, the following shall be deemed Confidential Information of RevSend: the Platform, Services, and the terms and conditions of this Agreement. Neither party may disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party's prior written consent, or use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such confidential information for the purposes of this Agreement. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this Section 6 by its employees, consultants or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; or (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality. The confidentiality obligations of each party in this Section 6 shall survive for three (3) years after termination of this Agreement, and to the extent that, the Confidential Information disclosed by the disclosing party under this Agreement contains trade secret information, such Confidential Information will be subject to the protection of this Agreement for the longest period of time permitted under any applicable law.
• Exclusions/Remedies. The obligations in this Section do not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party will give prompt notice to the non-disclosing party of such order so that the non-disclosing party may seek a protective order or other appropriate remedy). In the event of a breach of this Section or other compromise of Confidential Information of which a party is or should be aware (whether or not resulting from a breach), such party will immediately notify the other party in a writing detailing all information known to such party about the compromise, the Confidential Information affected, and the steps taken by such party to prevent the recurrence of such breach and to mitigate the risk to the other party. The parties agree that in the event of a breach or anticipated breach of this Section 6, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
Representations and Warranties
• RevSend Representations and Warranties. RevSend represents and warrants to Customer that RevSend has the necessary authority to enter into this Agreement and carry out its obligations hereunder.
• Customer Representations and Warranties. Customer represents and warrants to RevSend that: (1) Customer has the necessary authority to enter into this Agreement and carry out its obligations hereunder, (2) Customer is the owner or is licensed to use the Customer Content and all subject matter contained therein, (3) Customer Content will at all times comply with Section 2 of this Agreement; (4) and Customer will comply with all applicable laws, rules, and regulations.
• Disclaimer. THE WARRANTIES STATED IN THIS SECTION 7.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY REVSEND AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, SERVICES, DELIVERABLES, IMAGES OR SOFTWARE, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND REVSEND DOES NOT WARRANT THAT THE PLATFORM, SERVICES, DELIVERABLES, IMAGES OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.
Indemnification
• You agree to indemnify, defend and hold harmless RevSend, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. RevSend reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RevSend in asserting any available defenses.
Arbitration
• In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Liability Disclaimer
• THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. REVSEND LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
• REVSEND LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. REVSEND LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REVSEND LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, DATA BREACH, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF REVSEND LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
• EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General Provisions
• Amendments. The provisions of this Agreement may not be amended by Customer except by an agreement in writing signed by authorized representatives of both parties referencing this Agreement and stating their intention to amend this Agreement. RevSend may modify this Agreement from time to time, and any modifications become effective upon Customer's first access to or use of the Platform, Services, Deliverables, Images or Software after such modification. If RevSend makes significant changes to this Agreement, RevSend will notify Customer via the Platform (e.g., by providing notice via our Platform or email) indicating that this Agreement has been changed. Customer's continued use of the Platform, Services, Deliverables, Images or Software after the modifications have become effective will be deemed Customer's conclusive acceptance of and consent to the modified Agreement. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
• Notices. All notices and other communication hereunder shall be in writing and shall to have been duly given when sent by email.
• Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including without limitation acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars or insurrections.
• Relationship of the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.
• Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without RevSend's prior written consent (not to be unreasonably withheld). RevSend may freely transfer and assign this Agreement or any of its rights and obligations hereunder. Any assignment in contravention of this provision will be null and void. The parties' rights and obligations under this Agreement will be binding on and will inure to the benefit of all permitted assignees and successors in interest.
• Reference. Customer agrees to participate in press announcements, case studies, trade shows, or other forms of publicity reasonably requested by RevSend. Notwithstanding anything to the contrary contained herein, RevSend is permitted to disclose on its website or otherwise that Customer is one of its customers.
• Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
• Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will be considered one and the same agreement.
• Suspension, Limitation or Termination. RevSend shall be entitled, without liability to Customer, to immediately suspend, terminate, or limit Customer's access to the Platform, Services, Deliverables, Images or Software at any time in its sole discretion and with or without notice, in the event: (a) that RevSend determines that the Platform, Services, Deliverables, Images or Software are being used in violation of any applicable law or regulation or as stated in this agreement; (b) that RevSend determines that the Platform, Services, Deliverables, Images or Software are being used in an unauthorized or fraudulent manner; (c) that RevSend determines that the use of the Platform, Services, Deliverables, Images or Software adversely affects RevSend's equipment or service to others; (d) RevSend is prohibited by an order of a court or other governmental agency from providing the Platform, Services, Deliverables, Images or Software; or (e) any other event which RevSend determines, in its sole discretion, may create a risk to the Platform, Services, Deliverables, Images or Software, harms or is likely to harm RevSend's business reputation, or is likely to adversely affect any other customers if the Platform, Services, Deliverables, Images or Software were not suspended. Without limiting the generality of Section 9, RevSend shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer's right to use the Platform, Services, Deliverables, Images or Software in accordance with this Agreement.ading
