Terms of Service
Reviver Terms of Sale, Service and Use
These Terms of Service and Use (these “Terms”, or the “Customer Agreement”) are entered into by and between ReviverMx, Inc., a Delaware corporation (“Reviver”, “we”, “us”, “our”) and you (“Customer”, “you”, “your”) (each, a “Party” and collectively, the “Parties”), for the purchase and/or license of Reviver Products and/or Services (as defined below in this Customer Agreement).
These Terms apply to the purchase and use of Reviver’s electronic license plate products (the “Products”) and related services (the “Services”) which are procured through Subscriptions (the “Subscriptions”). Please read these Terms, including the rules and policies linked to below or otherwise provided on the Products or on our website at https://reviver.com/, before using the Reviver Product or Services. These Terms shall be effective (“Effective Date”) upon the electronic acceptance, click-accept, or, if signed in hard copy, the date of last signature; or in the absence of any of the foregoing, these Terms shall be effective from the date an order is placed by Customer or the time at which the Product is used by the Customer, whichever is earlier. If you do not accept these Terms, you may not use the Products or Services. To use the Product and/or Services, you may be required to register with Reviver at our website or via an application on the Products or otherwise provided on another device (each, a “Site”).
The Products and Services may only be used by individuals who are sixteen (16) or over in age. If you are an individual, you hereby confirm that you are sixteen (16) years or more in age. If Customer is an entity, Customer hereby confirms that the Products and Services shall only be used by its employees and agents who are sixteen (16) or more in age.
GENERAL TERMS & CONDITIONS
1. Products and Services.The Product may be the Reviver RPlate, or other electronic license plate or related device, as further described on the Site or in Reviver’s published price list. Customer shall use the Products and Services on the Customer vehicles on which the Products are installed (each, a “Vehicle”, and collectively, the “Vehicles”). The Services provided through the Products may include one or more of the following, depending on the version of the Products and Services that you’ve purchased, as may be further described on our Sites; such Services will be delivered for the duration set forth in the applicable ordering document:
a. Display license plate number for Vehicle;
b. Digital renewal of registration of Vehicle with applicable department of motor vehicles, transportation department, or other state or federal governmental entities that administer or govern the use of Vehicles (“Vehicle Authorit(y)(ies)”);
c. Ability to track registration status per Vehicle;
d. Anti-theft features, including display of messages or notification to customers, as may be further described on the Sites; and
e. Telematics Services, which may include Services such as real-time Vehicle location, logging trips on Vehicles, recording of start and end times for trips.
2. Delivery. Reviver’s title to the Products and the risk of loss of or damage to the Products ordered by the Customer will pass to the Customer at the time of shipment. Reviver may elect to deliver software updates and related Product/license information by electronic transmission or via download.
3. Authorized Use of Products and Services.
b. Power of Attorney. Certain of the Services may require Reviver, or its third-party contractors acting on Reviver’s behalf, to file requests, obtain permissions, or otherwise represent the Customer before Vehicle Authorities; by way of example but not limitation, such Services may include obtaining license plate numbers for Vehicles that will be displayed on the Products via the Services (“Power(s) of Attorney”). Customer agrees and acknowledges that Customer shall grant such Power(s) of Attorney as are reasonably requested by Reviver for proper performance of the Services, as further provided via the Products or on the Sites. Customer hereby agrees and acknowledges that provision of the Services may be contingent and conditioned upon Reviver’s receipt of a valid and enforceable Power of Attorney, and Reviver shall have no obligation to perform any such Services to the extent it has not received the required Power(s) of Attorney from the Customer.
c. Restrictions; No Circumvention. Customer may not service, repair, modify, alter, replace, reverse engineer, or otherwise change or alter the Products or Services. Without limiting Customer’s liability for the foregoing, any such modifications, as well as any framing or installation of the Products in violation of the specifications shall void the warranty under Section 9(a) (Product Warranty). By way of example but not limitation, the addition or placement of a frame on or around the Product shall void the warranty.
d. Reviver Sites. Reviver may furnish Customer with one or more user identifications and/or passwords for use on its Sites. Customer shall be responsible for ensuring the accuracy of all information provided via the Sites, including any information required to register for or otherwise utilize the Services, the confidentiality and use of such user identifications and/or passwords and shall immediately notify Reviver if there has been an unauthorized release, use or other compromise of any user identification or password. Customer shall be solely responsible for all use of the Sites, and Reviver shall be entitled to rely on all Customer uses of and submissions to the Sites. Reviver shall not be liable for any loss, cost, expense, or other liability arising out of any use of the Sites by Customer or any information on the Sites, or any disruptions in the Services or use of the Products due to inaccuracies in the information provided via the Sites. Reviver may change or discontinue the Sites, or Customer’s right to use the Sites, at any time. Additional terms and policies may apply to Customer’s use of the Sites, as provided therein.
4. Intellectual Property Rights.
a) Content. The Products, Services, and Sites may display text, software, scripts, graphics, information, data, pictures, sounds, music, or videos (“Content”) of Reviver, our licensors, Vehicle Authorities, our other customers, or other of our licensors. All Content is owned, licensed to and/or copyrighted by Reviver and may be used only in accordance with these Terms. The trademarks, service marks, and logos contained in the Products, or the Sites are owned by or licensed to Reviver, and unauthorized use is prohibited. Reviver and its licensors retain title, ownership and all other rights and interests in and to all Content.
b) Grant of Software License. Subject to Customer’s compliance with these Terms, as well as those of any third-party licenses for third party software included in the Products and/or Services (“Third Party Software”), as provided separately (each, a “Third Party License”), Reviver hereby grants to Customer a non-exclusive, non-transferable, and limited license during the Service Term to:
i) Use and operate object code versions of the Reviver software, including any updates or upgrades to the software we make available to you in connection with the Services on the Products (“Software”), solely for the operation of such Products and receipt of Services via such Products.
ii) Install and use the Third-Party Software included in the Product, subject to the terms of the Third-Party Licenses.
c) Reservation of Rights. All rights not expressly granted under these Terms, or the Third-Party Licenses are reserved to Reviver, its licensors, and the licensors of the Content and the Third-Party Software.
Customer will not:
i) modify, translate, or create derivative works of the Content or the Reviver Software;
ii) decompile, reverse engineer or reverse assemble any portion of the Reviver Software;
iii) sell, assign, sublicense, rent, lease, loan, provide, distribute, or otherwise transfer all or any portion of the Content or the Reviver Software;
iv) make, have made, reproduce, or copy the Reviver Software;
v) remove or alter any trademark, logo, copyright, or other proprietary notices associated with the Products or Services;
vi) disclose results of any program benchmark tests without Reviver’s prior written consent; or
vii) cause or permit any other party to do any of the foregoing.
d. Disablement / Deletion of Software upon Termination. For the avoidance of doubt, upon any expiration or termination of this Terms of Sale, all rights granted to Customer to the Reviver Software under Section 4(b) (Grant of Software License) above will immediately terminate.
e. Reviver may terminate the display of the Content and / or operation of such Reviver Software on the applicable Product(s) and/or trigger the deletion of the Content and /or such Reviver Software from the applicable Product(s) remotely.
f. Upon Reviver’s request, Customer will delete any materials received from Reviver hereunder, and will thereafter provide written confirmation of such deletion.
a) Payment Terms. Except as otherwise provided for the applicable Products or Services in the applicable Order, in which case the terms of the Order shall prevail,
i) all payments for Products must be made on or prior to delivery;
ii) one-time charges for Services shall be paid in advance of same
iii) any recurring payments for Services (e.g., monthly, or annual recurring charges) will be made prior to the applicable period of such Services (e.g., calendar month or year); and
iv) all other charges for Services (if any) will be paid in arrears (net10 days from invoice).
v) All payments shall be made in U.S. Dollars. Any fees not paid when due shall accrue interest at the rate of one percent (1%) per month, or the highest rate permissible under law, if greater. If payment is more than ten (10) days late, Reviver may, at its election, without limiting any remedies available to Reviver, terminate this Terms of Sale or suspend performance of the Services until payment is made current. Except to the extent stated otherwise in an applicable Order, Reviver reserves the right to increase or add new fees and charges for any Services, whether one time or recurring, by giving Customer at least thirty (30) days’ advance notice.
vi) Reviver reserves the right to engage the services of a debt collection agency to recover any outstanding debt. You understand that you are responsible for any fees incurred in an effort to recover your outstanding debt. This includes, but is not limited to, any legal, debt collection, arbitration, or mediation fees.
b. Taxes. Fees and other charges described in these Terms do not include and are exclusive of federal, state, or local sales, foreign withholding, use, property, excise, service, income, or similar transaction taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale or provision of the Products or Services (“Tax(es)”) now or hereafter levied, all of which shall be for Customer’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Reviver prior to the execution of this Terms of Sale. If Reviver is required to pay Taxes, Customer shall reimburse Reviver for such amounts, as well as any related costs, interest and penalties paid or payable by Reviver.
c. Other Third-Party Charges and Expenses. Reviver reserves the right to invoice Customer for any fees or payment obligations in connection with the Services imposed by cellular carriers, governmental or quasi-governmental bodies, including any Vehicle Authorities, in connection with the sale, installation, use, or provision of the Services, including, without limitation, applicable cellular service charges or fees or vehicle or license registration fees incurred on behalf of Customer, regardless of whether Reviver pays the fees directly or are required by an order, rule, or regulation of a taxing jurisdiction to collect them from Customer. Taxes and other government-related fees and surcharges may be changed with or without notice, In the event that any newly adopted law, rule, regulation or judgment increases Reviver’s costs of providing Services, Customer shall pay Reviver’s additional costs of providing Services under the new law, rule, regulation or judgment. For the avoidance of doubt, Reviver shall have no obligation to pay any violations, penalties, surcharges assessed against Customer by a governmental or quasi-governmental body, including any Vehicle Authority, separately from the Services.
d. Financing. For the benefit of our customers, Reviver may offer financing of the products purchased through a third-party financing company. If you choose to exercise this option, in addition to Reviver’s terms, you will be subject to the terms and conditions of the third-party financing company.
6. Subscriptions; Auto-Renewal; Payment.
a) Subscription Coverage. By purchasing a Subscription in connection with your purchase of a RPlate (“Subscription”), you will get access to the Services for your selected Subscription level and the Reviver App for as long as the Subscription remains active.
b) Paid Subscriptions. When you first purchase your RPlate, you will automatically be enrolled in a subscription plan at no cost. At the end of the no-cost term, you will automatically be enrolled for an annual Subscription at the same level as your no-cost subscription. Prior to the end of the no-cost term, and before being automatically renewed, you have the option to select a Subscription level. This subscription level will continue until you cancel your Subscription. The Subscription entitles you to access our Services for each payment period until such Subscription is cancelled. Your paid Subscription will automatically commence on the first day following the enrollment date on a monthly or annual basis depending on your election when you first set up your Product. By submitting your payment details in conjunction with the purchase of the Product, you agree to this charge. To avoid this charge, you must cancel by either contacting customer support or via the Reviver Website. Subscription fees are billed or charged on the first day of the applicable Subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we reserve the right to cancel your Subscription and to collect any rejection or insufficient funds fee and to process any such payment by the payment method you have submitted to us.
c) You have the right to change (upgrade or downgrade) your Subscription level. Upgrading your level will take effect immediately and you will be charged the difference between your existing tier and your newly upgraded level for the remainder of your subscription term. Downgrading your level will take effect at the end of your existing term. You understand that by changing Subscription level, you will either lose or gain access to certain Subscription features. The Subscription level and associated features can be reviewed on the Reviver website.
d) Auto-Renewal for Paid Subscriptions. Unless you opt out of auto-renewal by contacting us, any paid Subscription you have signed up for will be automatically extended for successive renewal periods of the same duration as the existing Subscription term. If you terminate a paid Subscription, you may use your Subscription until the end of your then-current term and your Subscription will not be renewed after your then-current term expires. Your non-termination or continued use of a paid Subscription reaffirms that we are authorized to charge your payment method for that Subscription. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, or as otherwise described when you initially selected to use the paid Subscription. By purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Reviver. To change or terminate your Subscription, go to the Site, or contact Customer Support at 866-477-5283.
i) Amount to be Charged. Subscription Holders agree to pay the Subscription fee specified when you purchased your Subscription (plus any applicable taxes and other charges). If the amount to be charged varies from the amount you pre-authorized (other than due to the imposition of, or change in, applicable sales tax), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction, unless applicable law requires you to expressly consent to the change in price. Any agreement you have with your payment provider governs your use of your specified payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. Your failure to terminate and/or continued use of your Subscription reaffirms that we are authorized to charge you for that Subscription. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you.
ii) Billing Authorization. You may be asked to provide a payment method (such as a credit, charge or debit card number) that we accept in order to activate your Subscription, along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to us. Your authorizations in this section also apply to our payment processors and any other companies who act as billing agents for us. You hereby authorize us to charge your specified payment method in advance, for your Subscription(s) and/or to place a hold on your payment method with respect to any unpaid charges for your Subscription(s). You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt, and you agree that these Subscription Terms shall be accepted as authorization to the issuer of the payment method to pay any amounts described herein, without requiring a signed receipt from you. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request, and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Reviver, nor any Reviver agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Subscription Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.
iii) Third-Party Payment Processors. You agree to pay us, through our payment processors or financing partners (as applicable), all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. We reserve the right to correct, or to instruct our payment processors or financing partners to correct, any errors or mistakes, even if payment has already been requested or received.
iv) Bill Inquiries and Refunds. If you believe you have been billed in error for a Subscription, please notify us within 60 days of the billing date by contacting Customer Support at 866-477-5283 or emailing email@example.com. Reviver will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.
7. Cancellation, Refunds and Payments.
a) Cancellation or Termination of Subscription; Registration Renewal. You may cancel the Subscription by contacting us or through your account with us, at any time, with or without cause. After such Subscription period ends or is cancelled, the Subscription services will no longer be accessible to you. Reviver may immediately terminate or suspend your account, and all or a portion of your Subscription, without notice if:
i) your payment is overdue (provided that we use reasonable efforts to notify you of the overdue payment before we terminate or suspend);
ii) you provide false or inaccurate information;
iii)you violate the terms of the Subscription, the Terms of Service or any other Reviver rules or agreements then in effect;
iv) you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright, and intellectual property laws);
v) if you engage in conduct that is threatening, abusive or harassing to Reviver employees, agents, or other Reviver users, including, for example, making threats to physically harm or damage property; or
vi) you submit profane, threatening, or racially insensitive banner message requests. If we terminate or suspend your Subscription, your license to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
If your Subscription is terminated, Reviver has the right to immediately delete all data, files, and other information stored in or for your account without further notice to you. You must pay all charges up to and including the date of termination. Should you wish to resume your Subscription after any suspension, a restoration of Subscription fee may apply. This fee is in addition to all past due unpaid charges and other fees.
THE RPLATE REQUIRES AN ACTIVE AND PAID SUBSCRIPTION. ANY TERMINATION, CANCELLATION OR SUSPENSION OF THE SUBSCRIPTION WILL RENDER THE RPLATE UNABLE TO ACCESS ANY OF THE SERVICES; PROVIDED, HOWEVER, THE RPLATE WILL CONTINUE TO DISPLAY THE STATE LOGO, THE LICENSE PLATE NUMBER AND THE YEAR AND MONTH OF THE REGISTRATION FOR THE PERIOD OF THAT PARTICULAR REGISTRATION. UNLESS OTHERWISE PROVIDED FOR UNDER OTHER SERVICES, YOU ARE RESPONSIBLE TO RENEW YOUR VEHICLE REGISTRATION FOR THE APPLICABLE PERIOD REQUIRED BY STATE RULES AND REGULATIONS.
Any renewal of your Subscription does not include the required annual registration renewal of the Subscription holders’ vehicle as required by a particular state. A Subscription holder may renew the registration of the vehicle associated with the RPlate by making a payment of the applicable renewal fee at the time of the renewal plus any and all applicable taxes or charges required by any third-party payment processors as provided for in the terms of the Subscription.
b) Product Refund Policy. If, for any reason, you decide to return Product that you purchased from us for a refund, you must notify us within fifteen (15 days) from the date the Product was delivered, and you must return the product to us, and we must receive it within 15 days of you notifying us. You will be responsible for all costs associated with returning the Product to us (including uninstallation and the cost of shipping the Product back to us). After we receive your returned Product, we will refund the price you paid for the Product (minus any credits applied or partial refunds issued) excluding original shipping charges. Following the fifteen (15) day period, the Product may only be returned for an issue covered by the Product Warranty as described in our Warranty Policy.
c) Order Limits / End-User or Approved Reseller Customers Only. We reserve the right, in our sole discretion, to refuse or cancel any order and limit order quantity. We may also require additional qualifying information prior to accepting or processing any order. We sell products to end-user customers and resellers; however, we reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale without our consent or through our approved reseller agreements in place.
8. Term and Termination.
a) Subscription Term. The applicable term of Services or Subscription (“Subscription Term”) shall be set forth in the Order. Unless otherwise stated in these terms and conditions, if an Order does not specify a Subscription term, the Subscription Term shall be one (1) year from the Subscription commencement date.
b) Order Renewal. Upon the expiration of the Subscription, and unless otherwise agreed to by the Parties in the Order, each Order shall automatically renew for successive periods of one (1) year each (“Renewal Term(s)”), unless otherwise stated in these terms and conditions or prior written notice of non-renewal is delivered by either Party to the other at least thirty (30) days before the expiration of the Subscription Term or the then current Renewal Term.
c) Termination for Cause. Your rights hereunder will automatically terminate without notice if you fail to comply with any of these Terms. In case of such termination, Reviver may immediately revoke your access to the Services and/or the Subscription without refund of any fees. Reviver’s failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of its rights.
d) Termination for Changes in Law. Reviver may terminate this Customer Agreement, in whole or in part, on written notice to Customer in the event of a change in laws that prohibits or renders infeasible the use or operation of the Products or Services or the performance of the Services hereunder. In the event of such termination. Customer shall immediately discontinue any and all use of the affected Products, and if so requested, shall return the Products to Reviver, at Reviver’s out-of-pocket expense; except for the foregoing, Reviver shall have no liability for any such termination.
e) Effect of Expiration/Termination. Upon the expiration or termination of an Order, the Customer Agreement, or the Services for any reason:
i) Reviver shall disconnect the applicable Services and/or Subscription; and
ii) Reviver may delete all applicable data, files, electronic messages, or other information stored on Reviver’s servers or systems. Customer’s right to use applicable Software shall automatically terminate. Data collected through the Services shall not be available to the Customer following such termination.
f) Resumption of Subscription. If a Subscription has been discontinued by Reviver for cause and Customer requests that the Subscription be restored, Reviver shall have the sole and absolute discretion to restore such Subscription. At Reviver’s option, deposits, advanced payments, nonrecurring charges, and/or an extended Subscription Term may apply to restoration of the services provided under the Subscription.
9. Warranties; Disclaimers.
a) Product Warranty. Reviver warrants that, for a period of 24 months from the date of purchase of the Products (the “Warranty Period”), the Products sold hereunder will substantially conform to Reviver’s published specifications in effect as of the date of manufacture (“Product Warranty”). The foregoing warranty will not apply if the Product:
i) has been altered, except by Reviver;
ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Reviver, including wired RPlates which must be professionally installed by a Reviver-approved installer.
iii) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or
iv) is sold or, in the case of Software embedded on such Product, licensed, for beta, evaluation, testing or demonstration purposes.
b) Exclusive Remedy. If during the Warranty Period:
i) Reviver is notified promptly in writing upon discovery of any defect in the Product, including a detailed description of such alleged defect,
ii) such Product has at Reviver’s direction, either:
1) been returned, transportation charges prepaid, to Reviver’s designated manufacturing facility in accordance with Reviver ‘s then-current return procedures, as set forth by Reviver from time to time, or
2) brought to a local service center identified by Reviver; and
3) Reviver’s inspections and tests determine that the Product is indeed defective and has not been subjected to any modifications, tampering or other conditions set forth in Section 9(a) (Product Warranty), then, as Customer’s sole remedy and Reviver’s sole obligation under the foregoing warranty, Reviver will, at Reviver’s option, repair or replace without charge the defective Product or refund a pro-rata portion of the purchase price of the Product based on a twenty four (24) month straight-line amortization (the “Product Refund”) THE FOREGOING STATES REVIVER’S SOLE OBLIGATION, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, UNDER THE WARRANTY.
c) Disclaimers. Except as specified in the foregoing warranty, Reviver and its vendors and licensors provide the Products, Software and Services as-is, and expressly disclaim, to the maximum extent permissible under applicable laws, all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. Reviver does not warrant that the Products, Software, or Services will operate uninterrupted or error-free or that all errors will be corrected. In addition, Reviver does not warrant that the Products, Software, or Services or any equipment, system, or network in communication with, used by, or connected to the Products, Software, or Services will be available, free of viruses or vulnerability to intrusion or attack. Any unavailability or disruption of network connectivity to the Products may disrupt or make unavailable the Services. To the extent any implied warranty cannot be excluded, such warranty is limited in duration to the Warranty Period.
d) Representations and Warranties of Customer. Customer represents, warrants, and covenants that:
i) all information provided by the Customer hereunder and via the Services is accurate and complete, and may be relied upon by Reviver for the performance of its obligations hereunder and with respect to the Services, including any Services performed on the Customer’s behalf before any Vehicle Authorities;
ii) Customer is the owner of all Vehicles on which the Products and Services are used, and has all rights necessary with respect to the Vehicles for performance of the Services and in connection with the Powers of Attorney;
iii) all information provided to Reviver or its vendors in connection with the Products and Services is accurate and complete, and may be relied upon by Reviver and its vendors in connection with the provision of the Products, the performance of the Services, and performance of other obligations under this Terms;
iv) Customer will use the Products, Software, and Services only in conformance with all applicable laws;
v) Customer holds all rights, title, and interests in the Customer Content, and the display or use of the Customer Content on the Products or otherwise by Reviver hereunder shall not infringe the patent, copyrights, trademarks, trade secrets or other proprietary rights of any third party; and
vi) all use of the Products and Services will be in compliance with Section 3(a) (Customer Compliance), including all applicable laws.
a) Customer Claims. Reviver will defend any claim against Customer that a Product infringes third party U.S. patents or copyrights (“Claim”) and will indemnify Customer against the final judgment entered by a court of competent jurisdiction or any settlements arising out of a Claim, provided that Customer:
i) promptly notifies Reviver in writing of the Claim;
ii) cooperates with Reviver in the defense of the Claim, and
iii) grants Reviver full and exclusive control of the defense and settlement of the Claim and any subsequent appeal.
b) Exclusions. Reviver has no obligation for any Claim based, in whole or in part, on:
i) compliance with any designs, specifications, or instructions provided by Customer or a third party on Customer’s behalf;
ii) modification of a Product or Software by Customer or a third party;
iii) the amount or duration of use which Customer makes of the Product, revenue earned by Customer from services it provides that use the Product, or services offered by Customer to external or internal customers;
iv) combination, operation, or use of a Product, Software, or Services with non-Reviver products, software, or business processes; or
v) any use or deployment of Products, Software, or Services in violation of these Terms, the applicable Orders, Reviver Policies, or Specifications (collectively, “Documentation”).
c) Sole and Exclusive Remedy. If a Claim is made or appears likely, Reviver may:
i) procure for Customer the right to continue using the Product;
ii) replace or modify the Product with one that is non-infringing; or
iii) require Customer to return the Product and return the Product Refund to the Customer. This Section states Reviver ‘s entire obligation and Customer’s sole and exclusive remedy regarding any Claims.
d. Reviver Claims. Customer will indemnify, defend, and hold Reviver harmless from and against all third-party claims to the extent such claims are caused by any breach by Customer of any of these Terms.
11. Limitation of Liability. IN NO EVENT SHALL REVIVER OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF REVIVER OR ITS SUPPLIERS OR LICENSORS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF REVIVER AND ITS SUPPLIERS OR LICENSORS FOR CLAIMS ARISING UNDER THIS CUSTOMER AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID TO REVIVER UNDER THIS CUSTOMER AGREEMENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
12. Confidentiality; Feedback.
a) Reviver Confidential Information. You agree to refrain from using Reviver’s Confidential Information (as defined below) except as contemplated herein. Confidential Information shall not be reproduced in any form except as required to fulfil the intent of these Terms. Any reproduction of any Reviver Confidential Information shall remain the property of Reviver and shall contain any and all confidential or proprietary notices or legends which appear on the original. Customer shall take all reasonable steps to keep all Confidential Information strictly confidential. “Confidential Information” means all non-public information that is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential. Reviver’s Confidential Information shall include, without limitation, the results of any evaluation or testing of the Product, Software, or Services by Customer.
b) Feedback. In the event that Customer undertakes to report to Reviver the results of tests and/or evaluations of Reviver’s Products, Software, or Services, or to provide other feedback regarding the foregoing or any other aspect of Reviver’s Confidential Information (collectively, “Feedback”), any such Feedback provided by Customer:
i) will be given entirely voluntarily by Customer, and not subject to any intellectual property right, title or claim that might be asserted by Customer against Reviver for such Feedback under any applicable intellectual property laws;
ii) will be deemed Confidential Information of Reviver; and
iii) will not create a confidentiality obligation on Reviver. Customer shall not provide any Feedback to Reviver that is subject to any confidentiality obligations or intellectual property rights of any third parties. Reviver shall, without charge, be free to use, reproduce, license, distribute or otherwise exploit the Feedback for any purposes in perpetuity.
13. Assignment; Modification.
Customer may not assign or delegate its rights or obligations under these Terms without the prior written consent of Reviver, which consent shall be made or withheld at Reviver’s sole discretion. Any attempt by Customer to assign this Customer Agreement without Reviver’s prior consent shall be null and void. Reviver may freely transfer, assign, or delegate these Terms or its rights and duties under this Customer Agreement. Subject to the foregoing, any permitted assignment shall be binding upon and inure to the benefit of each Party and its respective successors and assignees, provided that any such assignment shall not relieve the assigning entity of any obligation to pay monies that were owed prior to the date of the assignment. No modification, addition or deletion, or waiver of any of the terms and conditions of these Terms will be binding on either Party unless made in writing.
Customer agrees and acknowledges that Reviver may identify Customer as a purchaser and user of its Products and Services.
15. Governing Law and Venue.
These Terms will be governed by the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws to the contrary. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
Any dispute or claim relating in any way to the Products or Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Customer Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Customer Agreement as a court would. To begin arbitration proceedings, you must send a letter requesting arbitration and describing your claim to us pursuant to the notice provisions under Section 19(b) (Notices to Reviver) below. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. You and Reviver agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we and you waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
If any of these Terms are held invalid, the Parties agree that such invalidity will not affect the validity of the remaining Terms or portions thereof.
18. Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, changes in law, shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party’s performance.
a) Notices to Customer. We may provide any notice to you under this Customer Agreement by:
i) posting a notice on the Products or the Sites; or
ii) sending a message to the email address or through Reviver App then associated with your account. Notices we provide by posting on the Products or Sites will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
b) Notices to Reviver. Notices to Reviver under this Customer Agreement must be sent by personal delivery, overnight courier or registered or certified mail to:
Attention Legal Department
4170 Douglas Blvd
Suite 200 Granite Bay, CA 95746
We may update the address for notices to us by posting a notice on the Products or Sites. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
20. Updates to these Terms.
We may amend these Terms at any time. If we make any material changes, we will notify you by email or through the Reviver App (sent to the e-mail address or other information specified in your account), via the Product, or otherwise by means of a notice on our Sites prior to the change becoming effective. Your continued use of the Products or Services after any modification to these Terms will constitute your acceptance of the new Terms. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THESE TERMS, YOU MUST STOP USING THE PRODUCTS AND SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES.