GENERAL TERMS AND CONDITIONS OF USE OF REVDATA.IO
(LAST MODIFIED 07-17-18)
These RevData.io General Terms and Conditions of Use (the “Terms and Conditions”) are established by Nutra Offers, Inc. (d.b.a. “RevData” or “RevData.io”) and bind the party that clicks to register as a user (the “Customer”). These Terms and Conditions together with the “RevOffers AMP” if independently executed by the Customer, and the RevOffers Affiliate Network Terms Conditions located at https://www.revoffers.com/terms-conditions, which are incorporated herein by reference, all together constitute the entire “Agreement” between the RevData.io and the Customer. This Agreement shall govern Customer’s access to and use of RevData.io products and services, and other third-party provider products and services that RevData.io and its affiliates subscribe to and which are included as part of the RevData.io products and services.
Nutra Offers, Inc. is a marketing agency for other third-party licensors and service providers (“Third-Party Providers”) through the domain and sub-domains of RevData.io.
To the extent of any inconsistency between these the RevOffers AMP, these Terms and Conditions and RevOffers Affiliate Network Terms Conditions, the RevOffers AMP shall control, followed by these Terms and Conditions, followed by the RevOffers Affiliate Network Terms Conditions, unless otherwise agreed to by the parties.
Right of Use.
Customers may use RevData.io only according to the following conditions: (i) Customer acknowledges and agrees that all RevData.io third-party providers and licensors are not parties to this Agreement; (ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s visitors/clients; (iii) Customer must obtain credentials for authorizing Customer to provide information as necessary for RevData.io and its third-party providers to perform under this Agreement; (iv) the agreement between Customer and its visitors/clients is at least as restrictive and protective of RevData.io and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in using the products and services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws.
For services provided from Third-Party Providers, through ReData.io, the Customer agrees to be bound by the Third-Party Providers’ their terms and conditions as applicable to the Customer’s use, which are incorporated herein by reference.
Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use RevData.io and for paying all third-party fees and access charges incurred while using RevData.io.
Account and Password. Customer will receive credentials to log in to RevData.io. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform RevData.io of any unauthorized use of the Customer’s account.
Intellectual Property and Use.
a. Grant of License to RevData.io Intellectual Property. Except as expressly licensed or assigned in this Agreement, RevData.io retains all right, title and interest in (including but not limited to all confidentiality, copyright, trade secret, and patent rights) to the “RevData.io Intellectual Property”, and any and all upgrades, enhancements, modifications or derivative works of any of the foregoing. “RevData.io Intellectual Property” means all information or data (but not any Customer User Data or Confidential Information of Customer) relating to products, services or technology of RevData,io including but not limited to software code, algorithms or technology owned or developed by or for RevData.io.
b. Right to Use Third-Party Providers’ Intellectual Property. RevData.io licenses certain intellectual property and the rights from Third-Party Providers (including links to third-party licensed intellectual property). Customer is responsible for evaluating whether to access or use such intellectual property and agrees to be bound by any applicable “terms and conditions” related to such intellectual property in this Agreement.
c. Non-Infringement. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit RevData.io’s Intellectual Property or the Third-Party Providers’ intellectual property, except in strict compliance with the rights, if any, granted to Customer by the Agreement. RevData.io will terminate the account of any Customer, and block access of any user, who infringes upon any RevData.io or Third-Party intellectual property rights.
Ownership and Use of Customer and Customer’s visitor/client /Data.
Customer warrants that all content uploaded and distributed via RevData.io by Customer shall comply with all applicable law.
Data Ownership. In order for RevData.io to provide the Services, RevData will collect information about Customer and about a visitor/client to Customer’s website (“Customer User Data”). All Customer User Data is sole property of Customer and RevData.io has no ownership rights in any Customer User Data. Customer User Data includes, without limitation, all sales and marketing information provided by Customer to RevData.io.
Use of Data. Solely as necessary for RevData.io to provide its Services to Customer, Customer grants to RevData.io a limited license to use Customer User Data to perform its obligations to Customer. Additionally, RevData.io will treat all Customer User Data as confidential, proprietary information of Customer, and will protect the confidentiality of Customer User Data with at least the same degree of care that RevData.io uses to protect its own proprietary information, but with no less than reasonable care, including, without limitation, as may be required to transfer, store and administer such information in accordance with all applicable laws, rules and regulations. Customer’s license to RevData.io includes the right to collect Customer User Data, either directly from Customer or through other means such as the use of redirects and I-by-I pixels. RevData.io will (a) store Customer User Data only for so long as necessary to perform the Services and will delete the Customer User Data after it no longer has application to provision of the Services; and (b) will immediately notify Customer of any breach of RevData.io’s systems that might compromise any Customer User Data and cooperate with Customer in its attempts to address such breach and comply with any legal obligations arising in connection therewith.
So that RevData.io may improve and promote its service offerings, RevData.io may aggregate Customer User Data with other data, (and/or segregate portions of the Customer User Data) so that it is non-personally identifiable with respect to both Customer and visitors/clients to Customer Website(s).
Such anonymous data is known as “Aggregated Anonymous Data”. Customer agrees that RevData.io may create Aggregated Anonymous Data, and may use, execute, display and commercially exploit the Aggregated Anonymous Data. RevData.io may disclose Aggregated Anonymous Data to third parties and may transfer or sublicense its rights with respect to Aggregated Anonymous Data.
Term and Fees.
a. Customer agrees to a 12-month term, effective beginning the date of first payment.
b. If Customer has purchased a paid Service, it is expressly agreeing that RevData.io is permitted to bill it the applicable fees, any applicable tax and any other charges Customer may incur with RevData.io in connection with its use of RevData.io and Services and that the fees will be billed to the credit card Customer will provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. Subscription and use fees are payable in U.S. Dollars and based on Services purchased and not on actual usage. Customer will provide RevData.io with valid and updated credit card information and Customer authorizes RevData.io to charge such credit card for all purchased subscriptions and renewals. Refer to table for monthly subscription fee schedule.
c. Unless otherwise stated, RevData.io and other third-party fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of RevData.io. If RevData.io or any of its Licensors and third-parties have the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides RevData.io with a valid tax exemption certificate from the appropriate taxing authority.
d. If Customer is in breach of this Section, RevData.io shall be entitled to charge default interest on the outstanding fees in the maximum amount allowable by law and/or suspend or terminate access to RevData.io at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved.
e. In the event RevData.io materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the material breach and remains uncured.
f. Automatic Renewal. The RevOffers AMP and the RevData.io subscription will automatically renew for additional one-year, successive subscription periods unless Customer terminates its subscription prior to the next renewal period. Customer acknowledges and agrees that RevData.io will automatically charge its credit card on record with RevData.io for the then-current subscription period upon the commencement of any renewal period. Customer may terminate its subscription following the full duration of its 12-month subscription, with at least thirty (30) days with written notice prior to the automatic renewal. Failure to cancel the subscription as provided in this subsection shall result in the charging of the fee for an additional 12 -month subscription term. Except to the extent expressly provided to the contrary in this Agreement, any rights to accrued payments, any right of action for breach of the Agreement prior to termination, will survive the termination of this Agreement. Upon the expiration or earlier termination of this Agreement, Customer’s right to use the Service or any part thereof will end immediately and Customer may no longer use or access the Service.
Subject to applicable law, the content of RevData.io, except for the content created by users and Licensors and third-party providers if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), used by them are owned by or licensed to RevData.io. Customer’s use of RevData.io is limited to the rights granted to Customer under this Agreement and RevData.io reserves all rights not expressly granted herein.
Liability and Warranty.
a. To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to RevData.io during the initial term or the then applicable renewal term of the Agreement.
b. To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
c. RevData.io warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, RevData.io provides its products and services “as is” without any warranty or condition of any kind, express or implied. RevData.io does not guarantee uninterrupted, secure or error-free operation of RevData.io. RevData.io makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through RevData.io. No information obtained from RevData.io or through RevData.io, whether oral or written, shall create any warranty not expressly stated in this Agreement.
Operating Hours and System Maintenance.
RevData.io shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement. RevData.io and it Licensors and third-party providers may need to carry out routine maintenance or urgent maintenance or RevData.io may become unavailable for reasons not within RevData.io’s control. In such case, RevData.io shall use commercially reasonable efforts to inform the Customer of any downtime and restore RevData.io as soon as reasonably practicable.
The Agreement will be governed by and interpreted in accordance with the laws of the state of California. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision, which comes as close as possible to the intent of the invalid provision.
Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered RevData.io prior to, concurrently, or after the execution of this Agreement. Performance by RevData.io shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
This Agreement may only be amended in writing signed by authorized representative of both parties.
Customer and RevData.io agree that notices may be sent by electronic mail, to the electronic mail address indicated on the RevOffers AMP, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.