Effective as of June 1, 2023
These Vendor Terms (“Terms”) govern the use of Revyse Inc’s (“Revyse”) website (“Site”) and services (“Services”) by merchants or vendors (“Vendors”) who desire to promote their products or services on the Site, or acquire leads from users of the Site who express an interest in
Vendor’s products or services. Vendors who desire to use the Site or Services to promote their products or services must register for a subscription package. By acquiring a subscription to use the Site, you agree to be bound by these Terms.
At the time of registration, you were required to select a subscription package. Pricing and the features of your subscription package are set forth on the Site.
All subscription packages include the right to create a Vendor profile and account to list your products or services on the Site (“Vendor Account”). You are responsible for creating and maintaining your Vendor Account, including the accuracy of all information connected to your Vendor Account. Revyse is not responsible for ensuring the accuracy of your Vendor Account.
If you purchased one of the premium subscription options, it may include the right to post content, photos, audio, video or product demos on the Site to promote your products or services (“Vendor Content”). All Vendor Content shall be subject to and comply with the provisions in this Section 2.
By posting any Vendor Content, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Vendor Content (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Vendor Content, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels. This license includes our use of your name, company name, and franchise name, as applicable, and any of the copyrights, trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You understand that Vendor Content may be viewable by users of the Site and Services, and possibly through third-party websites.
Vendor Content shall comply with the following:
You are solely responsible for your Vendor Content and you expressly agree to indemnify, defend and reimburse us for any and all losses or damages that we may incur or suffer as a result of your breach of the provisions contained in this Section 2.
Although we have no obligation to monitor Vendor Content, we shall have the right to remove or edit any Vendor Content at any time without notice if in our reasonable opinion we consider such Vendor Content harmful or in breach of these Terms. If we remove or edit any such Vendor Content, we may also suspend or disable your account and report you to the authorities.
If you purchased one of the premium subscription options, it may include the right to receive leads from users of the Site who express an interest in your products or services (“Leads”).
Any Leads provided to you in connection with your subscription are provided “As Is” and without any representations or warranties. Revyse disclaims any and all liability for the accuracy of the Leads, and makes no representations nor warranties whatsoever regarding Lead performance or profitability.
You represent and warrant that (i) you are authorized to enter into these Terms, (ii) your use of the Site and Leads, and any Vendor Content, shall comply with all applicable laws, rules and regulations, and (iii) any business or website that you own or operate, which you link to the Site, shall comply with all applicable laws, rules and regulations
The initial subscription term (“Term”) will be one year, billed annually or monthly, depending upon which option you selected at the time of your subscription. At the end of the Term, your subscription will automatically renew (a “Renewal Term”) for an additional one year, unless you provide Revyse with written notice of your intent not to renew at least 30 days before the end of the Term or Renewal Term.
You may cancel your subscription at any time, provided (i) you must provide at least thirty (30) days prior written notice, and (ii) cancellations will only take effect at the end of the Term or Renewal Term, as applicable. You are responsible for all subscription fees due through the effective date of cancellation. To cancel your subscription, you may contact us at firstname.lastname@example.org.
All purchases are non-refundable. If you cancel your subscription before the end of the Term or any Renewal Term, you remain liable for subscription fees up through the effective date of cancellation as set forth above.
Revyse may immediately cancel your subscription and these Terms in its sole and absolute discretion upon written notice. If Revyse cancels your subscription or these Terms, then (i) your responsibility for paying further subscription fees shall terminate immediately, (ii) you shall not be entitled to any refund of fees if Revyse terminates your subscription due to a breach of these Terms, and (iii) Revyse will refund a pro rata portion of your fees if it terminates your subscription without cause.
You agree to pay us all subscription fees due for the duration of the Term or Renewal Term, as applicable.
We may change subscription prices by providing you written notice before the end of the applicable Term or Renewal Term, as applicable. Unless mutually agreed to in writing, fee changes become effective upon the date of the next Renewal Term.
We accept the following forms of payment: credit card and ACH.
You agree to provide current, complete, and accurate purchase and account information for all subscriptions you acquire. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as required by law. All payments shall be in US dollars.
You agree to pay all subscription fees at the prices then in effect, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order.
If your subscription is subject to recurring charges, or when your subscription automatically renews, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the subscription.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse, cancel or limit any subscription or order placed through the Site in our sole and absolute discretion.
You may not access or use the Site or Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except as expressly set forth in these Terms.
Without limiting the foregoing, you expressly agree not to:
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Site or Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site or Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Site or Services or to supply any corrections, updates, or releases in connection therewith.
These Terms and your use of the Site and Services are governed by and construed in accordance with the laws of the State of Oregon applicable to agreements made and to be entirely performed within the State of Oregon, without regard to its conflict of law principles.
Any legal action of whatever nature brought by either you or us (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted in the state and federal courts located in Deschutes, Oregon, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose.
In any dispute that arises from or involves a breach of Section 4, 6 or 7 of these Terms, or in connection with any action for indemnification pursuant to Section 15, the prevailing party shall be entitled to recover its attorneys’ fees and costs.
There may be information on the Site or Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site or Services at any time, without prior notice.
THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE OR SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, LEADS OR MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, THE SERVICES OR ANY LEAD, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Vendor Content; (2) use of the Site or Services; (3) breach of these Terms, including any breach of your representations and warranties set forth in these Terms; (4) your violation of or infringement on the rights of a third party, including but not limited to intellectual property, privacy or publicity rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Visiting the Site, using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE OR SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Terms and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site or Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.