Date of Last Revision: January 15, 2020
PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS TO THE TERMS OR ANY POLICY. THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN YOU AND US ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.
Acceptance of Terms
If you are entering into the Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to the Terms, in which case “you” shall refer to such entity. You represent and warrant that you are:
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
Grant of Rights.Rev grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access and view pages within the Service; (b) to access and use any online software, applications or other similar components made available through the Service, only within the Service and only in the form found within the Service; and (c) install, run and use the Apps on a device that you own and control, in executable, machine-readable, object code form only. All rights granted to you under this Agreement are subject to your compliance with the Terms in all material respects.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY:
SUBJECT TO SECTION 3(a), THE MAXIMUM AGGREGATE MONETARY LIABILITY OF REV AND ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LAW SHALL NOT EXCEED ACTUAL DAMAGES INCURRED UP TO THE GREATER OF:
Without limiting the generality of the foregoing sentence, the following are examples of the kind of content and/or use that is illegal or prohibited by Rev and you agree not to use the Service to:
Term, Suspension and Termination
Rev Indemnification. Rev will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Rev Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Rev) Customer in connection with any such Claim; provided that
Customer Indemnification. Customer agrees that Rev shall have no liability and Customer shall indemnify, defend and hold Rev harmless against any Loss to the extent arising from any Claim if such Claim is caused in whole or in part by:
Procedure. The indemnified party shall:
Confidential Information does not include information that:
Non-Disclosure. The recipient will keep secret and will not disclose to anyone any of the Confidential Information, other than furnishing the Confidential Information to Associated Persons; provided that such Associated Persons are bound by agreements respecting confidential information. The recipient will use reasonable care and adequate measures to protect the security of the Confidential Information and to attempt to prevent any Confidential Information from being disclosed or otherwise made available to unauthorized persons or used in violation of the foregoing.
Notwithstanding anything to the contrary herein, a recipient is free to make, and this Agreement does not restrict, disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency; provided that, if permitted by law, the recipient provides to the disclosing party prior notice of the intended disclosure and permits the disclosing party to intervene therein to protect its interests in the Confidential Information, and cooperate and assist the disclosing party in seeking to obtain such protection
DISCLAIMER OF WARRANTIESTHE PLATFORM AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PLATFORM, ANY DATA OR RESULTS OBTAINED THROUGH THE PLATFORM, AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF THE PLATFORM AND SUCH SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET CUSTOMER’S OR END USERS’ REQUIREMENTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM THE PLATFORM BEFORE TAKING OR OMITTING ANY ACTION BASED UPON SUCH DATA OR RESULTS. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICE COMMITMENTS DESCRIBED ON THE SITE SHALL BE THE RE-PERFORMANCE OF THE APPLICABLE SERVICES.
Insurance. Rev shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense:
Notices. Customer routine communications to Rev regarding the Platform or services should be sent to Customer’s account team using the customer portal. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, Customer shall send it by electronic mail and overnight postal service to:
Attn: General Counsel
1717 W 6th St, Suite 310
Austin, TX 78703
Rev’s routine communications regarding the Platform or services and legal notices shall be posted on the customer portal or sent by email or post to the individual(s) Customer designates as contact(s) on Customer’s account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day. Notices shall be given in the English language.
California Notices. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Rev.com 222 Kearny St, 8th Floor San Francisco, CA 94108 or 415-449-3679.
Rev will not provide Customer with any services or other consideration in exchange for Customer personal information, or otherwise engage in activities that qualifies as "selling" under the California Consumer Privacy Act (“CCPA”) or other applicable law (hereinafter “selling”). Rev will not sell any Customer personal information and agrees to refrain from any use or transfers of Customer personal information (including to or from a subprocessor or other third party) that qualifies as selling. Except as necessary to provide services to Customer: (i) Rev will not collect, share or use any Customer personal information; and (ii) shall not have, derive or exercise any rights or benefits from Customer personal information. As applicable to the services provided, Rev shall implement reasonable security measures as appropriate under applicable laws and reasonably assist Customer with any request received from an individual under the CCPA or other applicable law.
Basic Security Requirements. Rev will, consistent with current best industry standards and such other requirements specified by Customer based on the classification and sensitivity of Customer Information, maintain physical, administrative and technical safeguards and other security measures to:
Security Controls. Rev will comply with the following requirements:
Rev will inform Customer within 72 hours of detecting any actual or suspected unauthorized access, collection, acquisition, use, transmission, disclosure, corruption or loss of Customer Information, or breach of any environment (i) containing Customer Information, or (ii) managed by Rev with controls substantially similar to those protecting Customer Information (each, a “Security Incident”).
Rev will remedy each Security Incident in a timely manner and provide Customer written details regarding Rev’s internal investigation regarding each Security Incident. Rev agrees not to notify any regulatory authority, nor any customer, on behalf of Customer unless Customer specifically requests in writing that Rev do so and Customer reserves the right to review and approve the form and content of any notification before it is provided to any party. Rev will cooperate and work together with Customer to formulate and execute a plan to rectify all confirmed Security Incidents.