Legal Documents
Here, you’ll find important terms governing your relationship with us, including our General Terms and Conditions, Software End User License Agreement, product-specific terms for Revinate solutions, and our Website Terms of Use. Please review these documents carefully to ensure clarity and compliance during your engagement.
General Terms and Conditions
This document, together with the executed Service Order, constitutes the Master Services Agreement that governs the contractual relationship between a customer and Revinate pertaining to the customer’s use of Revinate’s Services.
Last updated January 1, 2025
These General Terms and Conditions form part of the Master Services Agreement made between Revinate, LLC, a Delaware limited liability company doing business as Revinate, together with its Affiliates (collectively “Revinate,” “we,” “our,” or “us”), and the Customer. “Customer”, “you”, and “your” means the person or entity that has executed a Service Order with Revinate. “Agreement” means these General Terms and Conditions together with all documents incorporated herein by reference, including the associated Service Order(s) executed by the Customer.
“Affiliate” means any entity which is owned or controlled by, or under common control with, Revinate.
“Aggregate Data” means information, data, and statistics about a group of individuals or transactions that cannot be used to identify Customer or a particular individual, including data derived from de-identifying and anonymizing Customer Data and combining it with data about other individuals, Revinate customers, and transactions.
“Applicable Laws” means the laws, ordinances, rules, regulations, directives, and guidelines applicable to Revinate’s provision and Customer’s use of the Services.
“Application Programming Interface (API)” means a set of rules and protocols that allows different software applications to communicate with each other. In the event Revinate makes an API available for Customer’s use in association with the Services, Customer shall be solely liable for any data or content uploaded, downloaded, or otherwise accessed by Customer when using such API.
“Authorized Users” means any individual who is authorized by Customer to access and use the Services under Customer’s account, including Customer’s, and, if applicable, its Contracting Affiliates’, employees, consultants, contractors, or agents.
“Contract Anniversary Date” means (i) the renewal date of the Term for Customer’s Services based on the Contract Start Date and length of the Initial Term as further described in Section 7.2, and (ii) with respect to fee increases described in Section 3.9, each successive twelve (12) month period following the Contract Start Date.
“Contract Start Date” means the billing commencement date for the Services (excluding any One-Time Fixed Fees), set forth in the Statement of Work associated with Customer’s Service Order.
“Customer” means the party that has entered into a Service Order with Revinate, which may be the Primary Contracting Party or its Contracting Affiliate.
“Customer Data” means structured data regarding travel guests and leads of Customer and transactions between travel guests and Customer stored in a database hosted by Revinate that is or was (a) acquired from or provided by Customer, (b) acquired by Revinate from a reservation call or other communication with a travel guest or lead of Customer that takes place in the course of Revinate’s performance of the Services for Customer, or (c) acquired by Revinate through Customer’s use of the Services. Customer Data does not include Revinate Data. “Confidential Information” has the meaning given to it in Section 6.1 below.
“Contracting Affiliate” means a person or entity, other than the Primary Contracting Party, that (i) owns, controls, or manages one or more hotels, resorts, or other properties that the Services will be used in connection with, (ii) is not a competitor of Revinate or in the business of developing and offering services that are substantially similar to the Services, and (iii) has executed a Service Order thereby agreeing to be bound by the terms of this Agreement as a “Customer” hereunder with respect to the Services and properties identified in such Service Order.
“Data Processing Addendum” or ”DPA” means the Data Processing Addendum referenced in Section 8.5 herein.
“Documentation” means user manuals, technical manuals and any other materials provided by Revinate, in printed, electronic, or other form, that describe best practices or the installation, configuration, operation, use or technical specifications of the Services.
“End User License Agreement” or “EULA” means the End User License Agreement available at https://www.revinate.com/terms/eula/ or such other location that Revinate may provide with written notice to Customer.
“Feedback” means comments or suggestions from Customer or its Authorized Users regarding the possible creation, modification, correction, improvement or enhancement to the Services, including without limitation ideas for the development of new products and services and any customer testimonials submitted by Customer to Revinate.
“Intellectual Property Rights” means all intellectual property or proprietary rights, including without limitation patent, copyright, trademark, service mark, trade secret, moral, and contract rights in any country or jurisdiction in the world, whether or not registered or registerable, and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of them now or hereafter in force.
“Initial Term” means the twenty-four (24) month period following the Contract Start Date unless otherwise set forth in the applicable Service Order.
“PA-DSS” means, at any given time, the then-effective Payment Application Data Security Standard published by the PCI Security Standards Council.
“PCI Data” means Cardholder Data (including, without limitation, Primary Account Number, cardholder name, expiration date, and Service Code) and Sensitive Authentication Data (including without limitation full magnetic stripe data or equivalent on a chip, CAV2/CVC2/CW2/CID, PINs/PIN block), as such terms are defined by the PCI Security Standards Council.
“PCI DSS” means, at any given time, the then-effective Payment Card Industry Data Security Standard published by the PCI Security Standards Council.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Primary Contracting Party” means a person or entity that has executed a Service Order on behalf of itself as the Customer, and/or on behalf of one or more Contracting Affiliates as the Customer(s).
“Product” means a set of Services listed in a Service Order. Each Product may have a set of options, upgrades or services that may be indicated in the Service Order, with associated terms and Fees.
“Product Specific Terms” means the additional terms for each corresponding Product that are referenced via hyperlink in Customer’s Service Order.
“Professional Services” means implementation, training, consulting, design, data mining, or other Customer services, other than provision of the Services, provided as part of a Service Order or related Statement of Work.
“Prohibited Content” means content that: (a) is illegal under Applicable Laws; (b) violates any third party’s Intellectual Property Rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (c) contains indecent or obscene material; (d) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (e) promotes unlawful or illegal goods, services, or activities; (f) contains false, misleading, or deceptive statements; (g) contains any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Services to cease functioning; (ii) in any way damage or corrupt data, storage media, programs, equipment, or communications; or (iii) otherwise interfere with the operations of the Services, including, without limitation, trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices.
“Prohibited Data” means any of the following: PCI Data; social security number; account number, password, or personal identification number for banking, credit, or other financial or payment account; driver license number or other government-issued identification card number; or user name or email address, in combination with a password or security question and answer that would permit access to an online account (other than login credentials used to log into the Services).
“Revinate Data” means Aggregate Data and all information and data Revinate has acquired from sources other than Customer, Customer’s travel guests and leads, and reservations booked by Revinate on Customer’s behalf.
“Room Count” means the number of rooms in Customer’s rental inventory (“Rooms”) or other applicable, agreed upon units of measure used to calculate the Fees reflected in Customer’s Service Order. By way of example, the Room Count for a Customer’s hotel property would be the number of Rooms the hotel has available for guest bookings. Alternatively, the Room Count for a Customer in the business of vacation rental property management would be the number of vacation rental properties the Customer has available for guest bookings. Customer shall promptly notify Revinate in writing of any change in Rooms or other applicable units of measure following execution of the Service Order.
“Service Order” means a Service Order executed by Customer and Revinate that lists the Services Customer is purchasing from Revinate, together with the associated quantities and Fees. Following full execution of the Service Order, Customer may use the Services in accordance with the terms set forth in the Service Order and the provisions of this Agreement.
“Services” means Revinate’s guest engagement Products made available to Customer pursuant to a Service Order and any associated Statement of Work attached thereto.
“Software” means the source code, object code or underlying structure, ideas, know-how or algorithms underlying the Services or any software, documentation or data related to the Services, which may be delivered as Software as a Service (“SaaS”), together with any applicable Documentation.
“Statement of Work” means the document attached to the Service Order that states the Contract Start Date and describes specific Deliverables or Professional Services to be provided to or performed for Customer.
“Support Services” means the customer support provided by Revinate’s trained and knowledgeable staff capable of providing support for the Services. Revinate will use commercially reasonable diligence to correct reproducible errors when reported to Revinate and provide phone, email, or online support.
“Third Party Content” means information ingested from third parties that may be available to Customers as part of the Services, including: (a) publicly available reviews and rankings posted on third party web sites, (b) feedback and information provided by guests at Customer facilities, (c) posts from social media sites and forums, news articles, blog posts, photos and videos, and (d) commercially available data regarding hospitality businesses and guest travel and hospitality trends, such as occupancy rates and rate metrics, marketing engagement data and guest travel information.
“Usage Fees” has the meaning set forth in Section 3.6 below.
2.1 Services. Revinate shall perform and provide to Customer the Services described in the Service Order(s) executed by Revinate and Customer. Subject to and conditioned upon Customer’s timely payment of the Fees set forth in the Service Order(s) and compliance with the terms of this Agreement, Revinate grants Customer the right to access and use the Services during the Term.
2.2 Additional Services. Additional Services may be added to this Agreement by execution of a new Service Order. In order to be effective, a Service Order must be signed by authorized representatives of both parties.
2.3 Contracting Affiliates. Contracting Affiliates are permitted to order Services under this Agreement provided that any such Contracting Affiliate executes a Service Order and agrees to be bound by the terms of this Agreement as a “Customer” with respect to such Service Order and the Services purchased thereunder.
2.4 Appropriate Use of Services. Customer will not and will not authorize, permit, or encourage any Authorized User or any third party to: (a) allow anyone other than Authorized Users to access and use the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (c) modify, adapt, or translate the Services; (d) make any copies of the Services; (e) resell, distribute, or sublicense the Services, or use the Services for the benefit of anyone other than Customer and its Authorized Users; (f) remove or modify any proprietary markings or restrictive legends placed on the Services; (g) use the Services in violation of any Applicable Laws; (h) build a competitive product or service; (i) introduce, post, or upload to the Services any Prohibited Content, or (j) use the Services for any purpose not specifically permitted in this Agreement. Notwithstanding any other provision of this Agreement, Customer has no right to download or access source code underlying the Services.
2.5 Use of Proprietary Third-Party Content. Customer may not modify, republish, reproduce, post, transmit, sell, offer for sale, or redistribute Third Party Content without the prior written permission of Revinate, and, if applicable, the rights holder of the Third Party Content (such as industry research data). Customer must abide by all copyright notices, information, or restrictions related to any Third-Party Content.
2.6 Maintenance and Support. Unless otherwise specified in Customer’s Service Order, Customer’s Services subscription includes Revinate’s standard Support Services.
2.7 Responsibility for Use of Services. Customer is responsible and liable for all uses of the Services by its Authorized Users or by any other Person to whom Customer or an Authorized User may provide access to or use of the Services, whether such access or use is permitted by or in violation of this Agreement. Customer shall promptly notify Revinate in the event Customer becomes aware of or reasonably suspects any unauthorized access to or use of the Services.
2.8 Authorized Users. Customer shall not permit any Person other than an Authorized User to access or use the Services. Only employees, service providers, and independent contractors of Customer, in each case who have executed written agreements with Customer containing restrictions on use and disclosure of Confidential Information consistent with the provisions of this Agreement, may be designated by Customer as Authorized Users. If the Fees set forth in the applicable Service Order are based in whole or in part on the number of Authorized Users of certain Services, Customer agrees to promptly and truthfully disclose to Revinate, at all times during the term of this Agreement, any changes in the number of individual natural persons Customer is allowing to access such Services.
2.9 Unique Log-in Credentials. Customer shall request from Revinate, and Revinate shall provide, unique log-in credentials for each Authorized User. Log-in credentials may not be shared or transferred.
2.10 Restrictions Related to Data. Customer shall not store or transmit any PCI Data or other Prohibited Data using the Services, except that Customer may collect PCI Data from travel guests over the telephone and enter such PCI Data into Customer’s Payment Application (defined in Section 2.11 below); provided, however, that Customer shall not record such telephonic transmission of PCI Data or otherwise store such PCI Data using the Services. Revinate may, but is not required to, search for and delete any Prohibited Data it detects or finds is being stored by or on behalf of Customer in the Services. If Customer violates the restrictions set forth in this paragraph, then Customer’s use of the Services for storage or transmission of PCI Data or other Prohibited Data shall be at Customer’s own risk, and Revinate shall have no liability to Customer with respect to such data.
2.11 Not A PCI Data Payment Application. Customer understands and acknowledges that the Services are not intended or designed to be used as a “Payment Application,” as that term is defined by the PCI Security Standards Council, or for the storage, transmission, or processing of PCI Data or Prohibited Data. Therefore, Revinate DOES NOT WARRANT THAT THE SERVICES ARE OR SHALL BE (A) SUITABLE FOR STORING, TRANSMITTING, OR PROCESSING PCI DATA OR PROHIBITED DATA OR (B) COMPLIANT WITH PA-DSS.
3.1 Fees. In consideration for the Services, Customer shall pay Revinate the Fees described in the Service Order(s), including any Statement(s) of Work attached thereto, and any applicable Product Specific Terms. All Fees are non-cancelable and non-refundable.
3.2 Reimbursement of Expenses. In addition to the payment of Fees pursuant to Section 3.1, unless otherwise specified in a Service Order or Statement of Work, Customer agrees to reimburse Revinate for all actual, documented and reasonable travel and out-of-pocket expenses incurred by Revinate in connection with the performance of the Professional Services that have been pre-approved in writing by Customer. Customer agrees to provide reasonable accommodations at no charge to Revinate when required for on-site visits by Revinate personnel for implementation, training, Customer advocacy, consulting or other agreed-upon Services.
3.3 Recurring Fees. Recurring Fees for Services, other than Usage Fees, shall be deemed to commence on the Contract Start Date unless otherwise provided in Customer’s Service Order or associated Statement of Work.
3.4 One-Time Fixed Fees. Services provided in exchange for a one-time fixed fee, including, but not limited to, set up and training Fees, shall be due and payable upon Customer’s receipt of Revinate’s invoice for such Fees.
3.5 Time and Materials Basis Fees. Services provided on a time and materials basis shall be calculated at Revinate’s then current standard rates or, when specified, rates set forth in Customer’s Service Order(s) or associated Statement(s) of Work.
3.6 Usage Fees. A Service Order may provide that a One-Time Fixed Fee or Recurring Fee will be charged for certain Services, and that Customer’s usage of certain Services may result in additional Fees if such usage exceeds any applicable volume limitations set forth in the Service Order, such as number of transactions, call minutes, Toll Free Numbers, Local Numbers, Short Code Numbers (Standard or Vanity), Authorized Users, hours of training or consulting services, number of emails that can be sent, or other limitations (“Usage Fees”). Revinate will invoice Usage Fees in arrears for the prior month’s transactions.
3.7 Invoicing and Payment. Revinate shall invoice Customer for the Recurring Fees and all other Fees, including, but not limited to, Usage Fees, One-Time Fees, Time and Material Basis Fees, and Expense Reimbursements, pursuant to the invoicing terms specified in Customer’s Service Order, and Customer agrees to execute and deliver to Revinate any necessary documents to complete the foregoing as needed from time-to-time. Should Customer prefer to pay any Fees by credit card, Revinate may apply an additional surcharge subject to applicable laws. A monthly late fee of 1.5% per month (or the highest amount permitted by applicable law) may be assessed on unpaid balances over fifteen (15) days past due. Revinate will not bill Customer’s guests directly for requested reservations, activities, ticketing, or any other items purchased by guests. Customer acknowledges and agrees that Customer remains solely responsible for billing for such items and for collecting any required payments from guests.
3.8 Disputed Amounts. Any disputed charges must be presented by Customer to Revinate in writing within ten (10) days of invoice, and the parties agree to cooperate in good faith to promptly resolve any disputed invoice within five (5) days of Revinate’s receipt of Customer’s written notice of dispute. In the event Customer disputes any amounts invoiced by Revinate in good faith, the undisputed amount shall be paid when due, and only disputed amounts shall be withheld pending resolution of the dispute. If payment of a disputed amount has already been made at the time Customer provides notice of the disputed charge and later resolution of the dispute is in Customer’s favor, a credit will be made by Revinate to Customer on the next invoice.
3.9 Fee Increases. Customer acknowledges and agrees that Fees will automatically increase on the Contract Anniversary Date by the amount specified in Customer’s Service Order.
3.10 Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Revinate’s income, revenues, gross receipts, personnel or real or personal property or other assets.
4.1 Responsibilities. Customer shall:
(a) Provide Revinate with such access to Customer’s premises, hardware, software, devices, IT systems, and property management systems (collectively, “PMS”) as may reasonably be requested by Revinate for the purposes of performing the Services, subject to any Customer access policies and/or procedures communicated in writing to Revinate;
(b) Respond promptly to any Revinate request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Revinate to perform Services in accordance with the requirements of this Agreement;
(c) Ensure any information provided to Revinate pursuant to (b) above is complete and accurate in all material respects;
(d) Use the Services in accordance with all Applicable Laws;
(e) Fulfill its technical responsibilities set forth in the Statement(s) of Work, if any;
and
(f) Be responsible for Customer’s network issues and changes to Customer’s computer environment, network, or PMS and notify Revinate sufficiently in advance of any changes that may affect the operation or provision of Revinate Services so that necessary adjustments can be made. Changes and/or upgrades to an existing PMS or conversion to a new PMS or other third-party system may result in additional Fees if Revinate is required to provide integration services or other Professional Services to ensure continuity of Services for Customer’s new, changed, or upgraded third party system.
4.2 Delays Caused by Customer. If Revinate’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or Customer’s agents, subcontractors, consultants or employees, Revinate shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5.1 No Ownership Assignment. This Agreement is for SaaS use rights. Neither party will assign ownership rights in any of its assets to the other pursuant to this Agreement, and neither party grants the other any rights or licenses not expressly set forth in this Agreement.
5.2 What Customer Owns. Customer owns all right, title and interest in and to the Customer Data as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services, and all Intellectual Property Rights related to any of the foregoing.
5.3 What Revinate Owns. Revinate owns and retains all right, title and interest in and to: (a) the Services, Software and Revinate Data, and (b) all Intellectual Property Rights related thereto.
5.4 Ownership of Third-Party Content. Revinate gathers, stores, analyzes, displays and uses a variety of Third-Party Content. Some Third-Party Content is public information (such as online reviews) and other Third-Party Content is proprietary to its creators (such as industry research data). Third Party Content may be owned by the people or entities that publish the content, or by other parties.
5.5 Feedback. Customer assigns to Revinate all rights, title and interest in any Feedback provided by Customer or its Authorized Users to Revinate, and agrees information disclosed by Revinate during discussions related to Feedback shall be considered Revinate Confidential Information. If, for any reason, such assignment is ineffective, Customer grants to Revinate a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, without restriction, remuneration, or attribution of authorship to use, publish and disclose Feedback in any manner Revinate chooses, and to display, perform, copy, make, have made, use, sell, and otherwise commercially exploit the Feedback in any manner and via any media that Revinate chooses without reference to the source. Customer acknowledges that Feedback disclosed to Revinate under this Agreement is only intended as suggestions and shall not be binding upon Revinate in any way.
5.6 Trademarks and Publicity. Customer hereby grants to Revinate a worldwide right and license, during the Term of this Agreement, to use, publish, and display Customer’s name and marks for the purpose of marketing products and services to potential Revinate customers, subject to Customer’s prior written approval of any such use, publication, or display. For example, Revinate may display Customer’s logo on Revinate’s website and in Revinate marketing materials solely for the purpose of identifying Customer as a customer of Revinate. Revinate’s use of Customer’s marks shall be in the same manner and quality of use as used by Customer and shall be subject to any written trademark usage guidelines or restrictions Customer provides to Revinate. The goodwill in any such use by Revinate shall accrue solely to Customer, or, as applicable, the legal rights-holder. Customer reserves the right to review and request Revinate not to use Customer’s marks for a specific use hereunder. Notwithstanding the foregoing, any press release pertaining to this Agreement shall be subject to the prior written approval of both parties.
6.1 Definition. “Confidential Information” means any information that either party (the “Disclosing Party”) discloses to the other party (the “Receiving Party”) or that the Receiving Party otherwise learns or acquires in connection with the parties’ performance under this Agreement that the Disclosing Party designates as confidential or which Receiving Party should reasonably know is confidential due to the nature of the information or the circumstances surrounding its disclosure, whether such information is of a technical, business or other nature, and regardless of form or media now known or later developed. Confidential Information includes, without limitation, (a) information regarding third parties which the Disclosing Party is obligated to keep confidential, (b) information or data relating to Disclosing Party’s business and technology, including by way of example and without limitation information concerning current or proposed projects, concepts, ideas, business models, processes, methods, know-how, inventions, discoveries, designs, technical specifications, source code, documents, marketing plans, sales information, strategies, financial information, and customer and supplier identities. Confidential Information may be contained in tangible materials, such as documents, drawings, reports and computer programs, or may be in the nature of unwritten information that is disclosed orally or merely observed. Confidential Information of Revinate includes, without limitation, information about the Services, and any Documentation that Revinate provides to Customer. Confidential Information of Customer includes, without limitation, the Customer Data.
6.2 Exceptions. Confidential Information excludes any information that Receiving Party demonstrates (a) is or becomes generally known or available to the public through no failure on the Receiving Party’s part to preserve its confidentiality; (b) is already in the possession of the Receiving Party, with no obligations of confidentiality, at the time of disclosure; (c) is disclosed to the Receiving Party by a third party who has the right to disclose it without restriction on its further disclosure or use; or (d) is independently developed by the Receiving Party without use of or reference to any of the Disclosing Party’s Confidential Information.
6.3 Restrictions on Use and Disclosure. Except as expressly permitted by this Agreement, Receiving Party will not, during or subsequent to the term of this Agreement use the Confidential Information for any purpose whatsoever other than the performance of its obligations under this Agreement or disclose the Confidential Information to any third party except with Disclosing Party’s prior written permission; provided, however, that Receiving Party may disclose the Confidential Information on a need-to-know basis to those employees, consultants, suppliers, and other agents and representatives of Receiving Party who (a) require access to such Confidential Information for the purpose of performing Receiving Party’s obligations under this Agreement; (b) are informed by Receiving Party of the confidential nature of such Confidential Information and the obligations of Receiving Party under this Agreement; and (c) have executed written nondisclosure agreements with Receiving Party containing restrictions on use and further disclosure consistent with the terms of this Section 6. Receiving Party shall be responsible for any breach of this Agreement by its agents or representatives. Receiving Party agrees to take reasonable precautions to prevent any unauthorized disclosure, access, or use of Confidential Information, including implementing reasonable technical, administrative, and physical safeguards.
6.4 Disclosure Required by Law. This Section 6 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that if Receiving Party is subpoenaed or otherwise compelled by valid law or a court order to disclose Confidential Information, prior to disclosure, Receiving Party shall first give prompt written notice to Disclosing Party of the receipt of any subpoena or other request for such disclosure (to the extent permitted by Applicable Laws) sufficiently in advance to permit Disclosing Party to contest the subpoena or requested disclosure and/or seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; and provided further that Receiving Party shall provide Disclosing Party with reasonable assistance with any such action.
6.5 Notification Obligations. Receiving Party will promptly notify Disclosing Party if Receiving Party becomes aware of any unauthorized disclosure or use of Confidential Information of the Disclosing Party and will cooperate with Disclosing Party to assist it in regaining possession of the Confidential Information and to prevent its further unauthorized disclosure or use.
6.6 Return or Destruction. Upon any written request from Disclosing Party, Receiving Party shall promptly return or destroy all copies of Confidential Information (including backups, summaries, and excerpts) in its possession or control, and within ten (10) business days of Disclosing Party’s request, certify in writing to Disclosing Party that such return or destruction has been completed. Notwithstanding the foregoing, nothing in this Section shall require the return or destruction of any Confidential Information: (a) deemed necessary to comply with any obligations under applicable law, reasonable corporate governance requirements or other contractual requirements; or (b) that cannot reasonably be returned, destroyed or deleted, such as oral communications reflecting Confidential Information, email and standard backup systems. The Receiving Party shall: (x) continue to extend the protections of this Section to such Confidential Information and limit further use and disclosure of such Confidential Information to those purposes that make the return or destruction of such Confidential Information infeasible, and (y) comply with the preceding paragraph as soon as permitted under Applicable Laws or Receiving Party’s internal record retention policy.
7.1 Term of this Agreement. This Agreement shall commence as of the later signature date set forth in Customer’s initial Service Order and shall continue thereafter until completion of all Services, unless sooner terminated in accordance herewith.
7.2 Term of Services. The Initial Term for the Services purchased by Customer shall commence for purposes of Recurring Fees billing on the Contract Start Date specified in the Statement of Work associated with Customer’s Service Order, and shall automatically renew on the Contract Anniversary Date for successive renewal terms that are of equal duration to the Initial Term (each a “Term”), unless otherwise stated in Customer’s Service Order or either party indicates in writing its intention not to renew the Services at least ninety (90) days before the end of the thencurrent Term. For example, if Customer’s Contract Start Date is January 15th, and the Initial Term is twenty-four (24) months, the Term for each Service set forth in Customer’s Service Order will, if not terminated by a party pursuant to the foregoing, automatically renew on January 15th two years later.
7.3 Termination for Cause. Either party may terminate this Agreement, effective upon written notice to the other party, if the other party breaches this Agreement and such breach is incapable of cure, or with respect to a breach capable of cure, the breaching party does not cure, or take all reasonable steps to cure, such breach within thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, the cure period shall be five (5) business days for any violation by a party of the other party’s Intellectual Property Rights hereunder, or any breach by a party of its confidentiality obligations set forth in Section 6.
7.4 Termination Due to Insolvency. Either party may terminate this Agreement, effective upon written notice to the other party, if the other party: (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within fortyfive (45) days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
7.5 Termination for Nonpayment. Revinate may terminate this Agreement, effective upon written notice to Customer, if Customer has failed to pay any undisputed amounts when due hereunder within fifteen (15) days of written notification from Revinate that payment has not been received.
7.6 Termination of Contracting Affiliate or Primary Contracting Entity. In the event this Agreement is terminated by a Contracting Affiliate, or terminated by Revinate due to a termination event affecting only the Contracting Affiliate, such termination shall be effective only with respect to such Contracting Affiliate and the Service Order(s) to which it is a party, and this Agreement shall continue in full force and effect with respect to the Primary Contracting Party and all other Contracting Affiliates. In the event this Agreement is terminated by Revinate for any other reason, or by the Primary Contracting Party, unless such termination is with respect to a
Service pursuant to Section 7.2, this entire Agreement, together with the Service Order(s), will terminate with respect to the Primary Contracting Party and all Contracting Affiliates.
7.7 Other Rights of Termination. The rights of termination provided in this Section 7 are in addition to, and not in lieu of, any other rights of termination described elsewhere in this Agreement.
7.8 Effect of Termination; Survival. Immediately on termination of this Agreement for any reason (a) any payment obligations of Customer will immediately become due and payable, (b) Customer shall cease all use of the Services, and (c) each party shall return to the other all property and Confidential Information of the other party in its possession or control, subject to Section 6.6. Upon termination by Customer of any Services prior to the end of the Initial Term or any renewal Term for such Services, Customer shall pay to Revinate the amount that would have been due and payable by Customer for such Services through the end of the Initial Term or any renewal Term, as the case may be. Such amount shall be calculated using the greater of (i) the Recurring Fee paid by Customer at the beginning of the then applicable Term, or (ii) the Recurring Fee paid by Customer at the time of termination of the Services. This payment obligation is part of the bargained-for terms of this Agreement (i.e. in lieu of requiring full payment in advance at the start of each Term) and may not be deemed a penalty clause. Termination of this Agreement, regardless of how it occurs, will not relieve Customer of any obligations that have accrued prior to termination, including payment obligations. Where the context, nature, or express terms of any provision indicates intent that it shall survive the term or termination or expiration of this Agreement, then it shall survive the same. This includes, but is not limited to, the following provisions: Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 9 (Limitations of Liability), and Section 10 (Indemnification).
8.1 Authority. Each of Revinate and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
8.2 Services Warranty. Revinate warrants that the Services will contain the functionality described in the Documentation and, when operated in accordance with the Documentation, will perform in accordance therewith, and that the Services will be performed in a professional and workman-like manner by qualified personnel with the requisite skills and training.
8.3 Exclusive Remedy. Revinate’s sole obligation, and Customer’s exclusive remedy for any breach by Revinate of the foregoing Services Warranty, will be that Revinate shall use commercially reasonable efforts to cure the breach in a timely manner.
8.4 Guest Information. Each Customer that uses Revinate’s guest-facing Services represents and warrants to Revinate that it has authority from its guests and prospective guests to provide to Revinate the names, email addresses, telephone numbers and other information of such guests and prospective guests in order to provide those Services. Customer is responsible for obtaining guest consent for communications sent by the Services and certifies that all guest data provided to Revinate is compliant with regulations promulgated by the Federal Communications Commission (“FCC”). Customer further acknowledges that it will use the Services in a manner compliant with all Applicable Laws and industry best practices, including CAN-SPAM, the Telephone Consumer Privacy Act in the United States. and the policies and best practices of mobile service carriers, the CTIA and the Mobile Marketing Association. Customer also agrees to follow Revinate Best Practices when communicating with guests. If a guest opts out of a specific form of messaging from Customer (e.g., SMS), Customer will update the Services accordingly.
8.5 Personal Data Protection. Revinate will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Revinate personnel except: (a) to provide the Services, or (b) as Customer expressly permits in writing. Safeguards also include measures to comply with Applicable Laws regarding the processing of personal data, including the General Data Protection Regulation and California Consumer Privacy Act. When the Services involve processing of personal data regarding residents of the European Economic Area or California, Revinate’s DPA located at https://www.revinate.com/data-processing-addendum is incorporated herein by reference.
8.6 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, REVINATE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY, OR ANY IMPLIED WARRANTIES ARISING OUT OF THIS AGREEMENT. REVINATE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS ARISING FROM CUSTOM OR TRADE USAGE OR FROM COURSE OF DEALING OR PERFORMANCE. WITHOUT LIMITATION TO THE FOREGOING, REVINATE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE PROVIDED ERROR FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9.1 No Liability for Prohibited Data Breach Caused By Customer. Revinate shall have no liability or obligation to indemnify Customer with respect to any Prohibited Data breach caused by any act or omission of Customer or Customer’s employees, contractors, or agents, including, without limitation (a) their loss of control of any device, (b) their failure to maintain the confidentiality of their log-in credentials, (c) their transmission of data via methods that are not secure, (d) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures, or (e) their use of the Services for storage or transmission of PCI Data or other Prohibited Data in violation of this Agreement.
9.2 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND REPRESENTATIVES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER ANY THEORY OR CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOSS OR CORRUPTION OF DATA, USE OF CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, OR LOST REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
9.3 LIABILITY CAP. AT NO TIME SHALL THE CUMULATIVE LIABILITY OF EITHER PARTY, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND REPRESENTATIVES, TO THE OTHER PARTY FOR ALL CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY WAY, UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF ALL FEES ACCRUED BY CUSTOMER UNDER THIS AGREEMENT, WHETHER PAID OR OWING TO REVINATE, DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.4 EXCLUSIONS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITIES ARISING FROM (A) A PARTY’S INDEMNITY OBLIGATIONS; (B) CUSTOMER’S PAYMENT OBLIGATIONS; OR (C) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.
9.5 APPLICABILITY. THE LIMITATIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF REVINATE OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE EXISTENCE OF MORE THAN ONE CLAIM, OR THE SAME CLAIM BY THE PRIMARY CONTRACTING PARTY AND MULTIPLE CONTRACTING AFFILIATES, WILL NOT INCREASE THE FOREGOING LIMITS.
9.6 Bargained For Allocation of Risk. Customer acknowledges that the limitations of liability contained in this Agreement are an essential element of the Agreement between the parties and that in the absence of such limitations, the pricing and other terms set forth in this Agreement would be substantially different.
10.1 Revinate’s Indemnification Obligations. Revinate will indemnify, defend, and hold harmless Customer, its officers, directors, employees, consultants, representatives, and agents from and against all liabilities, losses, damages, injuries, harm, expense, expenditure and disbursement of every nature (including, without limitation, reasonable costs of investigation, travel expenses, and value of time expended by personnel), fines, fees, costs, and expenses of litigation, including, without limitation, reasonable attorneys’ fees incident to any of the foregoing (collectively, “Losses”) resulting from any claim, suit, action or proceeding brought, instituted, asserted, or threatened by a third party (“Claims”) alleging that Revinate’s Services infringe, misappropriate, or violate a third party’s Intellectual Property Rights. Notwithstanding the foregoing, Revinate shall have no obligation to indemnify, defend, or hold harmless Customer from or against Losses arising from (a) Customer’s combination, operation or use of the Services provided by Revinate with technology, content, data or other materials not supplied by Revinate if the Losses would have been avoided by use of other technology, content, data or other materials; or (b) modifications to Services made by or on behalf of Customer or at Customer’s request.
10.2 Customer’s Indemnification Obligations. Customer will indemnify, defend, and hold harmless Revinate and its parents, subsidiaries, affiliates, officers, directors, employees, consultants, representatives, and agents from and against all Losses resulting from Claims (a) regarding any information Customer or any user submits, posts, or transmits through the Services or any other act or omission of Customer or any user in connection with the Services, (b) alleging Customer’s, or any user’s, violation of any rights of any other person or entity arising out of or related to the use of the Services, or (c) arising from or related to Customer’s use of the Services in violation of Section 2.10.
10.3 Additional Indemnification Obligations. All indemnification obligations set forth in this Agreement, whether in these General Terms or elsewhere, shall be subject to the procedures set forth below.
10.4 Conditions to Indemnification. The obligations set forth in this Section shall apply only if the indemnitee (a) notifies the indemnitor in writing of a Claim promptly upon learning of or receiving the same and (b) provides the indemnitor with reasonable assistance requested by the indemnitor, at the indemnitor’s expense, for the defense and settlement, if applicable, of any
Claim. The indemnitee’s failure to perform any obligations or satisfy any conditions under this Section shall not relieve the indemnitor of its obligations hereunder except to the extent that the indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
10.5 Control of Defense. After receipt of notice, the indemnitor shall be entitled, if it so elects, at its own cost, risk and expense: (a) to take control of the defense, investigation, and compromise or settlement, if applicable, of such Claim; and (b) to employ and engage attorneys of its own choice to handle and defend the same. If the indemnitor fails to assume the defense of such claim within ten (10) business days after receipt of notice of the Claim, the indemnitee against which it has been asserted will (upon delivering notice to such effect to the indemnitor) have the right to undertake, at the indemnitor’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnitor; provided, however that such Claim shall not be compromised or settled without the written consent of the indemnitor. In the event the indemnitee assumes the defense of the Claim, the indemnitee will keep the indemnitor reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the indemnitee shall be entitled to conduct its own defense at the cost and expense of the indemnitor if the indemnitee establishes that the conduct of its defense by the indemnitor would reasonably be likely to prejudice materially the indemnitee due to a conflict of interest between the indemnitee and the indemnitor; and provided further that in any event, the indemnitee may participate in such defense at its own expense.
Revinate may amend this Agreement from time to time by posting an amended version at its website. If changes to this Agreement will materially reduce Customer’s rights or materially increase Customer’s obligations, then Revinate will provide Customer with advance written notice of such changes. All such changes will be deemed accepted and become effective thirty (30) days after Revinate’s notice (the “Proposed Amendment Date”). However, if Customer gives Revinate written notice of rejection of the amendment prior to the Proposed Amendment Date, this Agreement will continue under its original provisions, and the amendment will become effective at the start of the next Term. Revinate reserves the right to modify, suspend, or discontinue the Services upon notice to Customer. Revinate shall not be liable should Revinate exercise its right to modify, suspend, or discontinue the Services. If, however, Revinate discontinues the Services, Revinate will refund to Customer any subscription Fees Customer has prepaid for the period after which Revinate has discontinued the Services.
The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Services available outside the US.
13.1 Independent Contractors. The relationship of the parties is that of independent contractors. This Agreement is not intended to create and shall not be construed as creating between the parties a relationship of principal and agent, joint venturers, partners, employeremployee or any other similar relationship, the existence of which is hereby expressly denied, nor shall either party be considered in any sense an affiliate or subsidiary of the other. Revinate will be free from direction and control over the means and manner of providing the Services, subject only to the right of Customer to specify the desired results. Neither party shall have any authority to create or assume in the other party’s name or on its behalf any obligation, expressed or implied, or to act or purport to act as the other party’s agent or legally empowered representative for any purpose whatsoever, except as expressly provided for herein.
13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes in their entirety any and all prior or contemporaneous agreements, representations, statements, and negotiations regarding the subject matter hereof, either written or oral.
13.3 Order and Priority. The provisions of this Agreement shall be interpreted, whenever reasonable, to be consistent with each other and so that all provisions remain in full force and effect. Whenever such interpretation is not reasonable, and there is a conflict or inconsistency between the various parts of this Agreement, the parts of this Agreement shall control and govern in the following order and priority: (a) the Service Order(s); (b) these General Terms, (c) the applicable Product Specific Terms, if any; and (d) the DPA.
13.4 Waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder, operate as waiver of any right or remedy.
13.5 Remedies Cumulative. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise.
13.6 Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.
13.7 Dispute Resolution and Bench Trial.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, notwithstanding any choice of law rules of any jurisdiction that would cause the application of another jurisdiction’s laws or rules. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in San Francisco County, California, U.S.A., and the parties agree to the exercise of jurisdiction by such courts.
(b) Venue and Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively in the state or federal courts located in San Francisco County, California. Each party irrevocably submits to the exclusive jurisdiction of such courts.
(c) Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(d) Injunctive Relief. Notwithstanding the foregoing, either party may seek equitable relief, including a temporary restraining order or injunction, in any court of competent jurisdiction to prevent any unauthorized access to or misuse of its Intellectual Property, Confidential Information, or Data, without the requirement to post a bond.
13.8 Expenses. Each party shall bear any and all costs and expenses incurred by it in the performance of, or in connection with, the performance of this Agreement, unless expressly otherwise agreed upon by the parties.
13.9 Notices. Except as described in Section 11, all notices permitted or required under this Agreement shall be in writing and shall be by personal delivery, nationally recognized overnight courier service, electronic transmission, or by certified or registered mail, return receipt requested, and shall be deemed given (a) upon personal delivery to the party to be notified, whether by hand delivery or by courier, (b) three (3) days after deposit in the mail, postage prepaid, or (c) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of such electronic transmission. Notice sent electronically to Revinate shall be delivered to legal@revinate.com. Customer Notices shall be sent to the email and/or mailing address for legal notices set forth in the most recent Service Order or the Customer Contact Information Sheet attached thereto. Notices mailed to Revinate shall be delivered to Attn: Legal Affairs, Revinate, 543 NW York Drive, #120, Bend, Oregon, 97702, with a copy addressed to Revinate’s Chief Financial Officer delivered to the same street address. Notwithstanding the foregoing, either party may designate an updated address for receipt of notices hereunder by providing notice of such updated address to the other party.
13.10 Assignment. Neither party may assign or otherwise transfer its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, and any attempt to do so without consent shall be void. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to a purchaser of all or substantially all of the outstanding capital stock or assets of such party or the surviving entity in a merger, reorganization, or other business combination involving such party. Any other purported assignment will be void. Subject to the foregoing limitations, this Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns.
13.11 Third-Party Beneficiaries. The parties do not intend to confer any right or remedy to any third party.
13.12 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) shall not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of the party if the party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
13.13 Construction; Interpretation. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement. A word importing the singular includes the plural and vice versa. Gendered pronouns are used for convenience and are intended to refer to the masculine or feminine, as applicable. The word “including” shall be interpreted to mean “including without limitation”.
13.14 Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Software End User License Agreement (EULA)
Revinate’s EULA governs end user usage rights, restrictions and other obligations with respect to the use of Revinate’s Software included in the Services purchased by the customer.
Last Updated: January 24, 2022
This Revinate Software End User License Agreement (this “EULA”) is part of a Master Services Agreement (the “Agreement”) between Revinate, LLC, a Delaware corporation doing businessas “Revinate” (“Revinate”, “we”, “our”, or “us”) and the person or entity identified on the Service Order as the Customer purchasing Services from us (“Customer”). This EULA governs use by Customer and all natural persons to whom Customer provides access to the Software (each, an “Authorized User”). In this EULA, unless the context clearly indicates otherwise, all references to “you,” or “your” means both the Customer and the Authorized User. All capitalized terms used but not defined in this EULA have the meanings given to them in the Revinate General Terms and Conditions of Service (the “General Terms”).
REVINATE PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THISEULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREETO THE TERMS OF THIS EULA, REVINATE WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU, ANDYOU MUST NOT INSTALL, USE, OR ACCESS THE SOFTWARE.
Subject to and conditioned upon Customer’s timely payment of the fees setforth in the Service Order(s) and your strict compliance with all terms and conditions set forth in this EULA and the Agreement, you have a limited right and license to:
(a) Download, install, use, and access the Software, as applicable, in accordance with this EULA and the Documentation, solely for your internal business purposes, and solely on devices owned or leased, and controlled by, Customer.
(b) Download, display, and use the Documentation, solely in support of your installation and/or access and use of the Software in accordance herewith.
All copies of the Installed Applications, if applicable, and Documentation made by you:
(a) Will be the exclusive property of Revinate;
(b) Will be subject to the terms and conditions of this EULA; and
(c) Must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.
You shall not, directly or indirectly:
(a) Use (including make any copies of) the Software beyond the scope of the license granted under Section 1;
(b) Provide any other Person, including any subcontractor, independent contractor, affiliate or service provider of Customer, with access to or use of the Software, except as expressly permitted in the General Terms or this EULA;
(c) Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
(d) Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(e) Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(f) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
(g) Except as expressly set forth in Section 2, copy the Software, in whole or in part;
(h) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(i) Use the Software in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems.
(j) Use the Customer Data or the Software in any way that is fraudulent, misleading,or in violation of any applicable laws or regulations (including federal, state, local, and international laws and regulations), including but not limited to consumer protection laws, exportor import control laws, information privacy laws, and laws governing the transmission of commercial electronic messages.
(k) Use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to Revinate’s commercial disadvantage.
You understand and acknowledge that the Revinate Software is not intended to be used for the storage or processing of credit card information or other types of sensitive data and is not, or may not be, compliant with PA-DSS, as that term is defined by the PCI Security Standards Council. Therefore, you shall NOT store or process any of the following data using the Revinate Software:
(a) Cardholder Data (including, without limitation, Primary Account Number, cardholder name, expiration date, and service code) or Sensitive Authentication Data (including without limitation full magnetic stripe data or equivalent on a chip, CAV2/CVC2/CW2/CID, PINs/PIN block), as such terms are defined by the PCI Security Standards Council;
(b) Social security numbers;
(c) Account number, password, or personal identification number for banking, credit, or other financial or payment account; (d) Driver license number or other government-issued identification card number;
(e) User name or email address, in combination with a password or security question and answer that would permit access to an online account (other than login credentials used by you to log into the Revinate Software). In the event Revinate discovers any of the types of data listed above that is being stored by or on behalf of you in the Revinate Software, such data may be deleted by Revinate.
An Authorized User shall not share or disclose log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. In addition, Customer is responsible for:
(a) Establishing, maintaining, and adhering to its user management process for internal employees, including, but not limited to, granting certain users Administrator Access (“Administrator Users”). Administrator Users are responsible for (i) providing Authorized Users with access to the Revinate Software, (ii) prohibiting individuals who are no longer Authorized Users from access to the Revinate Software, or (iii) submitting timely requests to Revinate to update or add an Authorized User’s access to the Revinate Software or to remove an individual who is no longer an Authorized User from access to theRevinate Software;
(b) Conducting periodic reviews of its user base to confirm the accuracy of Authorized User information and updating the same in a timely manner as applicable;
(c) Ensuring Authorized User workstations and/or computers are configured to lock and require a password after no more than 15 minutes of inactivity.
From time to time, Revinate may automatically update or otherwise modify the Software, including, but not limited to, for purposes of enhancement of security functions, error correction and improvement of functions, at such times as you interact with Revinate’ or third parties’ servers, or otherwise. Such updates or modifications may delete or change the nature of features or other aspects of the Software, including, but not limited to, functions you may rely upon. You acknowledge and agree that such activities may occur at Revinate’ sole discretion and that Revinate may condition continued use of the Software upon your complete installation or acceptance of such update or modifications. Any updates/modifications shall be deemed to be, and shall constitute part of, the Software for purposes of this EULA. By acceptance of this EULA, you consent to such update/modification.
This EULA and the licenses granted hereunder shall remain in effect with respect to the Software included with a particular Product until the term of such Product expires or is terminated in accordance with the General Terms. Upon expiration or earlier termination of this EULA with respect to Software included with a particular Product, the license granted hereunder with respect to such Software shall also terminate, and you shall immediately cease using and destroy all copies (including backups) of such Software, including any related Documentation.
Reservation Sales Product Specific Terms
These terms supplement the General Terms and outline the specific features, functionality and conditions that apply to a customer’s purchase and use of Revinate’s Reservation Sales Services.
Last Updated: July 1, 2023
In addition to the Revinate General Terms and Conditions of Service (the “General Terms”) entered into by and between you (“Customer” “you” or “your”) and Revinate, LLC, its subsidiaries and affiliated entities (collectively, “Revinate,” “we,” “our” or “us”), as well as the Service Order associated with the General Terms (“Service Order”) which incorporates by reference these Revinate Reservation Sales Product Specific Terms (“Product Specific Terms”), your use of the Revinate Reservation Sales software products and associated services (collectively the “Services”) is subject to the following additional Product Specific Terms. Capitalized terms used but not defined herein have the meanings given to them in the General Terms. These Product Specific Terms shall apply only if Customer has ordered the Services, as reflected in a valid Service Order. To the extent that anything in or associated with these Product Specific Terms is in conflict, or inconsistent, with the General Terms and/or Service Order, these Product Specific Terms shall take precedence unless otherwise stated to the contrary herein. In response to changes in any laws and/or regulations applicable to the Services that render our continued provision of same potentially illegal or commercially infeasible, we reserve the right to modify, limit the availability of, or terminate the Services, or any portion thereof, without liability to Customer.
(a) Recordings. Where Customer obtains this Service, reservation calls recorded by Customer using the Services will be saved by Revinate for a minimum sixty (60) day period.
(b) Marketing Campaign Tracking and Identification. This Service will enable Customer to track and monitor marketing campaigns and success ratios through the use of (i) code added to Customer’s website(s) that can help to select content displayed to website users based on certain user behavior prior to accessing the applicable Customer website(s); (ii) dedicated local and TollFree numbers (“TFNs”); and (iii) sales agent interactions with callers.
(c) Shopping Cart Abandonment. This Service enables agents to retarget website booking engine guests who added reservations or other services to their shopping cart but exited without completing their purchase. The availability of this Service is subject to Customer’s use of a website booking engine supported by Revinate.
(d) Call Categorization for Quality Control. Where Customer obtains this Service, Customer will have the ability to categorize all inbound calls fielded via the Services for the purposes of assessing quality and sales training needs.
(e) Analytics and Reporting. Where Customer obtains this Service, Revinate will provide Customer with detailed analyses and reporting of call quantity, origination, campaign-specific responses, quality assurance and achievement of identified metrics and sales goals. When available, Revinate shall provide real-time data to Customer regarding each caller’s geographic and personal demographics, including such caller’s prior call and lead history with Customer.
(f) Call Routing. This Service will, upon the request of Customer, route incoming calls to designated agents based on caller needs and Customer’s staffing skill levels.
(g) Local and Toll-Free Numbers. During the Term of the Agreement, Revinate will obtain and provide Customer with local and/or TFNs specified in the Order Form to be used exclusively by Customer. Customer may purchase additional TFNs at the rate(s) reflected in the applicable Order Form. Any transfer of TFNs may be subject to additional fees as described in the Order Form. All such TFNs shall be used exclusively for Customer’s reservation business and no other purpose. Subject to Customer meeting all of its payment obligations set forth in the Agreement, the TFNs, and any data collected by Revinate on behalf of Customer, shall belong to Customer. Customer is prohibited from automatically directing local calls to a TFN.
(h) Outbound Calling. Revinate will provide Customer with the ability to make outbound reservation calls and will facilitate the long distance traffic associated with such calls. Unless separately specified in a Service Order, only calls made within the North American dialing plan are included or will be enabled through use of the Services.
(b) Customer represents and warrants that its telemarketing activities in connection with the Services shall comply with all applicable laws, rules and regulations including, without limitation: (i) all telemarketing-related laws, rules and regulations including, without limitation, applicable provisions of the TCPA, the ATSR, laws governing the National Do Not Call Registry (“NDNCR”), Pallone-Thune Telephone Robocall Abuse Criminal Enforcement And Deterrence Act (“TRACED Act”), the Florida Telemarketing Act and Florida Do Not Call Act, the Oklahoma Telemarketer Restriction Act, the Washington Telemarketing Law HB1497, and analogous state laws, as well as rules applicable to the content of prerecorded telemarketing messages, maintenance and use of operable opt-out systems, call abandonment, in-call rebuttal rules, laws and regulations that require Customer to notify Call Participants that the calls are being recorded, daily per-consumer call restrictions and time-ofday/day of week/holiday call restrictions (collectively, “Telemarketing Laws”); provided, that, without limiting the foregoing, Customer shall ensure that all outbound calls are made within times and hours permissible under Applicable Law. Customer may not block or transmit misleading caller identification information. With respect to residents of the states of Florida and Oklahoma, Customer shall not make more than three (3) commercial solicitations via telephone or text to the same person during any twenty-four (24) hour period regarding products and/or services in the same general business vertical, the same general subject matter or similar issue; (ii) the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Indiana Consumer Data Protection Act (“ICDPA”), Iowa’s Senate File 262, the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”); and (iii) the Gramm-Leach Bliley Act, the Federal Trade Commission Act, the CAN-SPAM Act of 2003, as amended, Canada’s Anti-Spam Legislation (“CASL”), the EU
General Data Protection Regulation (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and any and all rules and regulations promulgated under any of the foregoing (collectively, subsection (i)-(iii) above, “Applicable Law”).
(c) Customer shall: (i) be responsible for all aspects of the operation of its call center (“Call Center”), other than the Services provided by Revinate; (ii) hire only Call Center employees that are fully licensed in each state in which consumers reside that are contacted by such employees and that have not been previously precluded from performing Telemarketing Services by a United States regulatory agency; (iii) set its own training standards and do its own training for its personnel; provided that such training and training standards will be sufficient to ensure the professional and first-class operation of the Call Center, in accordance with industry standards; and (iv) obtain and/or maintain, at its sole cost and expense, all permits, licenses and other consents necessary to utilize the Services provided under the Agreement including, where appropriate, telemarketing registration and bonding in applicable United States jurisdictions.
Marketing Product Specific Terms
These terms supplement the General Terms and outline the specific features, functionality and conditions that apply to a customer’s purchase and use of Revinate’s Marketing Services.
Last Updated: July 1, 2023
(a) Customer’s collection, maintenance and use of the Database shall at all times comply with all Applicable Law (as defined below) including, without limitation: (A) the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Indiana Consumer Data Protection Act (“ICDPA”), Iowa Consumer Data Protection Act (“ICDPA”), the Montana Consumer Data Privacy Act (“MCDPA”), the Tennessee Information Protection Act (“TIPA”), the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”),and any subsequently enacted state data privacy laws; and (B) the Gramm-Leach Bliley Act, the Federal Trade Commission Act, the CAN-SPAM Act of 2003, as amended, Canada’s Anti-Spam Legislation (“CASL”), the EU General Data Protection Regulation (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and any and all rules and regulations promulgated under any of the foregoing (collectively, “Applicable Privacy Laws”).
(b) Where Customer’s intended use of the Database includes: (i) telemarketing to the Guests, Customer represents and warrants that the Database will consist of individuals that have provided: (A) “prior express written consent” (as defined in the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (the “TCPA”)) to receive commercial telephone calls via automated means (including pre-recorded calls and artificial voice calls, as well as SMS text messages) from Customer to the provided telephone numbers (“TCPA Consent”); (B) consent required under other applicable state and federal laws including, without limitation, Federal Do Not Call List requirements, the Oklahoma Telemarketer Restriction Act, the Florida Telemarketing Act and Florida Do Not Call Act and the Washington Telemarketing Law HB1497 (“Additional Consents”); and (C) “express agreement, in writing” (as required under the Amended Telemarketing Sales Rule, 16 C.F.R. § 310.4(b)(iii) (the “ATSR”) to receive telephone calls from Customer to the provided telephone numbers even if they are listed on a state or federal Do Not Call list (“TSR Consents,” and together with the TCPA Consent and Additional Consents, the “Telemarketing Consent”); and (ii) sending email marketing messages to the Guests, Customer represents and warrants that such Database will consist of individuals that have provided: (A) “Affirmative Consent,” as defined in the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), to receive commercial email from Customer; and (B) the requisite consent (“CASL Consent”) to receive “Commercial Email Messages,” as defined under Canada’s Anti-Spam Legislation (“CASL”), from Customer, where the Database contains the email address(es) of any resident(s) of Canada. Customer shall retain the records of each individual’s Affirmative Consent, CASL Consent and/or Telemarketing Consent, as applicable (“Consent Records”), for a minimum of five (5) years following collection of same. Customer must, within five (5) business days of receipt of Revinate’s request, provide the: (A) Consent Records to Revinate; and (B) name, date, time, IP address and referral URL where the applicable individual(s) submitted the subject personal information.
(c) Only lists that Customer lawfully owns or has been given permission to use may be uploaded to the Services platform/provided to Revinate by Customer.
(d) Customer will use best practices and fully cooperate with Revinate to ensure the lowest spam rates possible. If Customer’s account experiences an email deliverability rate below ninety percent (90%), Revinate may temporarily suspend Customer’s account until reasonably acceptable deliverability mitigation measures have been taken.
(a) Guest Data Platform – Pro. This Service integrates with the Property Management System (“PMS”) to pull in data and create “Rich Guest Profiles” which enables Customer to segment its audience to enhance its marketing’s power.
Marketing Pro. This Service features the following offerings: One-Time & Automated Campaigns, Drag & Drop Email Builder, Campaign & Revenue Insights, Database Insights, Upsell Rooms & Amenities, Guest Preferences, Loyalty Tiers, A/B Testing, and unlimited logins.
Guest Feedback Pro (Reputation and Post-Stay Surveys). This Service helps Customer to improve Guest experiences and boost online rankings with consolidated reputation management, post-stay Guest surveys, and detailed reporting.
(b) Transactional Emails: This Service consists of Confirmation, Modification, and Cancelation emails. The emails are triggered by Guest events, such as a new reservation being made, a change to an existing reservation, or a reservation being canceled.
(c) Multi-Property Marketing: This Service helps Customer to understand its Guests through group-level Rich Guest Profiles and “Insights.”
(d) In-Stay Surveys: This Service include surveys sent after each Guest has checked-in, but prior to that Guest checking-out of the Customer property. This Service is only included for Customer properties that have purchased this Service at an additional fee.
(e) Flex Surveys: This Service includes surveys which are solicited in an anonymous fashion. In connection with this Service, Customer can receive Guest feedback anytime during a Guest’s visit via SMS, QR Codes, Email, WiFi and other available formats.
RezForce Product Specific Terms
These terms supplement the General Terms and outline the specific features, functionality and conditions that apply to a customer’s purchase and use of Revinate’s RezForce Services.
Last Updated: September 15, 2023
(b) “Customer Service” means a call fielded and/or initiated by Revinate for a Customer relating to an existing, previously booked reservation, wherein the caller requests a modification, change, or cancellation to the reservation and/or general pre-arrival information.
(c) “Hot Lead” means a call fielded or initiated by Revinate for a Customer during which a consumer initiating and/or receiving the telephone call (“Call Participant”) gives specific dates of stay and contact information and indicates that he or she is interested in booking the reservation with Customer, yet does not book the reservation during such call.
(d) “No Availability” means a call fielded or initiated by Revinate during which the Call Participant inquires about a potential reservation with Customer, but a reservation is not made because Customer does not have a Room available on the Call Participant’s requested travel dates that meets the Call Participant’s requirements regarding unit type (e.g., number of rooms or beds, type of view, accessibility for persons with disabilities, etc.).
(e) “Non-booked” means a call fielded or initiated by Revinate for Customer, other than a Non- bookable call, which does not result in a reservation. Subcategories of “Non-booked” include Hot Lead, Policy Issue, and No Availability.
(f) “Non-bookable” means a call fielded or initiated by Revinate for Customer which cannot reasonably be expected to result in a reservation with Customer. For example, Nonbookable calls include, but are not limited to, inquiries about existing reservation(s), vendor calls, and after-hours emergency calls.
(g) “Policy Issue” means a call fielded or initiated by Revinate for Customer which, due to the Customer’s specific policies, could not be Booked (e.g. the Call Participant wants to book for three (3) nights, but Customer has a seven (7) night minimum stay requirement).
(h) “Success Fee” means the fee charged to Customer by Revinate for a Booked call as set forth in the Service Order for the Services.
(i) “Total Base Reservation Rate” means the total amount charged by Customer for a booked reservation, excluding taxes and ancillary fees.
Revinate shall provide the following Services to Customer as reflected in a valid Service Order.
(a) Call Center Services. Revinate shall: (i) receive new reservation calls for Customer such as after- hours calls, overflow calls, and/or other calls as described in an applicable Service Order; and/or (ii) initiate outbound telemarketing calls for Customer (collectively the “Customer Calls”). The parties acknowledge and agree that the intent of Revinate in taking and/or initiating Customer Calls will be to book reservations. Therefore, Customer shall not overstaff, reduce hours of routing, disable, or otherwise prevent Revinate from receiving and/or initiating Customer Calls at any time during the Term of the Agreement. In addition to the foregoing, Customer Calls will be sent to Revinate after the maximum hold duration predetermined in Revinate’s system settings (the hold time should not exceed forty-five (45) seconds and cannot be set beyond sixty (60) seconds). Customer must provide RezForce agents with all necessary information (i.e., promo and/or rate code, etc.) for booking any specials and/or promotions offered by Customer (including price matching any major OTA’s list price), unless otherwise specified by Customer within the RezGuide. Where permitted by applicable law, Revinate shall record all calls and provide same to Customer upon request during the term of these Product Specific Terms.
(b) Outbound Calling. Where Customer wishes to obtain outbound calling services in connection with the RezForce Services (“Outbound Calling”), Customer shall provide Revinate with a database of consumers for Revinate to contact via outbound telemarketing as contemplated hereunder (“Contact Database”).
(c) Lead Management. Revinate will attempt to collect data on any calls that are not Booked to generate Hot Leads. Such Hot Leads will be available to Customer for follow-up in the Revinate Lead Management System. Where Customer intends to conduct any telemarketing in connection with the Hot Leads and/or any Call Participant for which Revinate collected additional data regarding Non-booked calls (“Data Lead”) generated hereunder, then either: (i) the parties must indicate that the subject Hot Leads/Data Leads will be “TCPA Compliant” Hot Leads/Data Leads as set forth in the Service Order; or (ii) Customer shall ensure that any and all Scripts (as defined below) contain the requisite disclosures and other language necessary to obtain each applicable Call Participant’s Telemarketing Consent (as defined below) for future outbound telemarketing by Customer.
(d) Reservations in Customer’s Property Management System. All guest reservations will be made via either Customer’s online booking engine or Revinate log-ins to Customer’s cloud based property management system.
(e) Marketing Campaign Tracking and Identification. Revinate will enable Customer to track and monitor marketing campaigns and success ratios using dedicated Toll-Free Numbers (“TFNs”) and, where possible, sales agent interaction with Call Participants.
(f) Analytics and Reporting. Revinate will provide Customer with detailed analyses and reporting of call quantity, origination, campaign-specific responses and achievement of identified metrics and sales goals. When available, Revinate shall provide real-time data to Customer regarding each Call Participant’s geographic and personal demographics, including the Call Participant’s prior call and lead history with Customer.
(g) Local and Toll-Free Numbers. During the Term of the Agreement, Revinate will obtain and provide Customer with the number of local and/or TFNs specified in the Service Order to be used exclusively by Customer; provided, however, that Customer may purchase additional TFNs at the rates reflected in the applicable Service Order. Unless otherwise set forth in a Service Order, (i) TFNs are not included with RezForce Services, and (ii) all TFNs shall have unlimited minutes of use so long as Customer uses them exclusively for new reservation bookings and no other purpose. Customer is prohibited from automatically directing local calls to a TFN. Any transfer of TFNs may be subject to additional fees as described in the Service Order. All TFNs and any data collected by Revinate on behalf of Customer shall belong to Customer.
(h) Categorization of Calls. For billing and analytics purposes, Revinate will categorize each call in the Revinate Lead Management System as Booked, Non-booked, or Non- bookable. All Non-booked calls will be further sub-categorized as one of the following: Hot Lead, Policy Issue, or No Availability.
(i) Additional Data Regarding Non-booked calls. Given Call Participant cooperation, for any Non-booked call, Revinate will collect from the subject Call Participant and enter into the Revinate Lead Management System the following: name, email address, phone number, desired dates of stay, property information, and any notes the Call Participant allows Revinate to collect.
(j) Interactive Voice Response. Revinate shall install an “IVR Rez Filter”, which provides an automated voice attendant to assist Revinate in directing calls to the right service queue.
(b) Credit for Cancellations. Revinate will provide Customer with credits for cancelled reservations as follows: Customer must report cancelled reservations to Revinate no later than sixty (60) days after Customer’s guest’s scheduled arrival date for Customer to receive a credit. Cancelled reservations for which Customer receives payment, whether via travel insurance or other means, do not qualify for Revinate credits. All cancellations must be processed through the Revinate RezForce Tracking System via email using rezforcetracker@revinate.com for proper processing. Credits for cancelled reservations reported to Revinate on or before the 25th of each month will appear in the following monthly billing cycle. All cancellations must have verification from Customer’s Property Management System (“PMS”) included with cancellation notice. No billing credits or adjustments will be processed for Customer approved guest credits, accommodation complaints, maintenance concerns with the Unit(s) or similar reasons. In the event of cancellation, Customer will receive a credit in the amount of the Success Fee charged for the Booked call, and in lieu thereof will be charged the applicable fee for a Non-booked” call for such cancelled reservation. Travel insurance reimbursed reservations do not qualify as “cancelled” reservations. If travel insurance was purchased by the guest, Customer will be billed in the amount of the Success Fees as it relates to that Booked call.
(c) Booked Reservations. A reservation will not be deemed a confirmed reservation resulting in a Booked call type unless and until the applicable Revinate agent secures a credit card number from the Call Participant. If Customer’s reservation system will not allow Revinate to book a reservation as normal, and all the required information is captured for a reservation, including availability, the reservation will be considered confirmed, and the call will be categorized as Booked, even though the reservation has not actually been entered into Customer’s reservation system. Revinate will charge the Success Fee for any such Booked call. (d) Existing Reservations. For Customers with an interface between Revinate and Customer’s PMS, the PMS allows the Revinate System to recognize Call Participants based upon their telephone numbers and reference them with guest records within the PMS. All Call Participants from a telephone number recognized as either an existing reservation or an owner will be directed straight to the applicable property’s telephone number based on the affiliation of such property to the TFN dialed by such Call Participant, and therefore will not reach a Revinate agent. Customer will not be charged any lead or transfer fees for these call types.
(e) Taxes. Customer will be responsible for any applicable federal, state or local taxes or fees arising out of any calls or reservations booked by Revinate.
Revinate shall use commercially reasonable efforts to book reservations in accordance with instructions that Customer provides to Revinate in writing. In the event that Revinate books a reservation that is either: (a) contrary to clear and unambiguous written instructions provided by the Customer; (b) for date(s), a location, or a room type different from what has been requested by the applicable travel guest; or (c) at the incorrect rate or pricing, Customer’s sole remedy, and Revinate’s entire obligation and liability, with respect to each such erroneous reservation shall be payment to Customer of the lesser of: (i) actual direct damages suffered by Customer caused by Revinate’s error; and (ii) U.S. $500.00.
(a) Non-Reservation Calls. Customer shall direct Revinate where to route non- reservation calls.
(b) Customer Knowledge Base (RezGuide). Customer shall complete and return to Revinate the “Customer Knowledge Base (RezGuide)” (the “RezGuide”) that will be made available to Customer. The RezGuide enables Revinate to access information about Customer’s properties, policies and procedures. The RezGuide will override information on Customer’s website, and Customer must update Revinate within forty-eight (48) hours of any changes to such information, via the RezGuide Feedback web portal, to ensure the same is promptly made available to the RezForce agents. If Customer becomes aware of any incorrect billing due to Customer’s failure to promptly update the RezGuide, Customer shall immediately inform Revinate, and the amount of any underpayment caused by Customer’s failure shall be added to the next invoice. If any amounts were overpaid due to Customer’s failure to promptly update the RezGuide, Customer shall not be entitled to a credit or refund for such overpayment.
(c) Customer Website. Customer shall, at all times, maintain the proper functionality of its website(s) and/or other booking engine(s) and shall promptly notify Revinate of any technical or other issues that may affect the provision of Services by Revinate.
(d) Change in Operations. Customer shall promptly notify Revinate of any change in its operations that may affect the provision of Services by Revinate (e.g. change to the hours of operation, etc.).
(e) Marketing Campaigns. Customer shall promptly notify Revinate of any marketing campaign that may result in a spike in call volume that would require additional staffing by Revinate.
(f) Responsible Organization Change Request Form. Customer must complete and return to Revinate a Responsible Organization Change Request form giving Revinate authority to carry existing TFN traffic and transfer Customer’s existing TFNs.
(b) Customer represents and warrants that: (i) its marketing activities in connection with the Services and Call Participants (including the Hot Leads); (ii) the scripts that it prepares and/or approves for use by Revinate in connection with the Outbound Calling (“Scripts”); and its Contact Database shall comply with all applicable laws, rules and regulations including, without limitation: (A) all telemarketing-related laws, rules and regulations including, without limitation, applicable provisions of the TCPA, the ATSR, laws governing the National Do Not Call Registry (“NDNCR”), Pallone-Thune Telephone Robocall Abuse Criminal Enforcement And Deterrence Act (“TRACED Act”), the Florida Telemarketing Act and Florida Do Not Call Act, the Oklahoma Telemarketer Restriction Act, the Washington Telemarketing Law HB1497, and analogous state laws (collectively, “Telemarketing Laws”); (B) the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Indiana Consumer Data Protection Act (“ICDPA”), Iowa’s Senate File 262, the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”),and any subsequently enacted state data privacy laws (collectively, “Applicable Privacy Laws”); and (C) the Gramm-Leach Bliley Act, the Federal Trade Commission Act, the CAN-SPAM Act of 2003, as amended, Canada’s Anti-Spam Legislation (“CASL”), the EU General Data Protection Regulation (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and any and all rules and regulations promulgated under any of the foregoing (collectively, subsection (A)-(C) above, “Applicable Law”). Without limiting the foregoing, Customer shall ensure that the following shall fully comply with Applicable Privacy Laws: (I) Customer’s internal Contact Database, data security policies and procedures, encryption technology, personnel oversight and networks; (II) Customer’s record keeping practices in connection with consumer data obtained, stored, utilized and/or transferred to third parties by Customer; (III) Customer’s procedures for preventing a breach of Contact Database data and responding in the event that a consumer data breach occurs; (IV) Customer’s policies and procedures related to cross-border transfers of personal information; and (V) Customer’s policies for honoring the right of consumers to exercise all rights granted consumers under Applicable Privacy Laws, including providing Revinate with notice of same where required by Applicable Privacy Laws.
Ivy Product Specific Terms
These terms supplement the General Terms and outline the specific features, functionality and conditions that apply to a customer’s purchase and use of Revinate’s Ivy Services.
Last updated August 28, 2023
We endeavor to ensure that Customer SMS Messages are processed correctly and delivered by and through the Services to the applicable Guests. Revinate transmits Customer SMS Messages via major telecommunications companies and mobile network operators and, thus, Revinate’s control over the timing of the transmission of your Customer SMS Messages is limited by the technical constraints imposed upon Revinate. Further, while Revinate employs commercially reasonable efforts to transmit your Customer SMS Messages and broadcasts to the applicable network for final delivery to your designated Guests as fast as possible, we cannot commit to, and do not guarantee, ultimate delivery or a specific maximum delivery time. Such delivery and times of delivery depend on various network and system-related factors among the various entities involved in the transportation of your Customer SMS Messages and broadcasts across the public switched telephone network and Internet. You should know that communications carriers assign text messages with a default lifetime and any Customer SMS Message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the applicable communications carrier without notice. As such, you understand and agree that Revinate is not responsible for any loss or damage associated with any Customer SMS Message or broadcast delivery failure or delay.
In response to changes in any laws and/or regulations that render our continued provision of the Services potentially illegal or commercially infeasible, we reserve the right to modify, limit the availability, or terminate the Services, or any portion thereof, without liability to you. REVINATE ACTS ONLY AS THE PROVIDER OF A PLATFORM AND ASSOCIATED SERVICES TO FACILITATE MESSAGING AND COMMUNICATIONS BETWEEN YOU AND YOUR GUESTS. YOU HAVE SOLE RESPONSIBILITY AND LIABILITY FOR THE CONTENT AND TRANSMISSION OF YOUR MESSAGES AND ASSOCIATED COMMUNICATIONS.
(b) Customer SMS Messages. Customer represents and warrants that it shall include clear optout/unsubscribe functionality in EVERY Customer SMS Message that is sent and/or initiated by and through the Services, and that such opt-out/unsubscribe functionality shall satisfy any and all requirements under Applicable Law (as defined below). Customer further agrees that any individual requesting “Do-Not-Text” (“DNT”) status including, without limitation, by responding to a Customer SMS Message with the words “STOP,” “END,” “CANCEL,” “UNSUBSCRIBE,” “QUIT” and/or any other word, or combination of words, that indicate(s) that the Guest no longer wishes to receive Customer SMS Messages from Customer, shall immediately be placed on Customer’s DNT list and removed from the Guest Database. Without limiting the foregoing, Customer agrees that it will: (i) not send any Customer SMS Messages to any portion of the Guest Database that has not been scrubbed against: (A) Customer’s DNT list; and (B) the Reassigned Numbers Database maintained by the Federal Communications Commission (“FCC”); (ii) check such DNT list and Reassigned Numbers Database on a daily basis; (iii) process all unsubscribe requests, no matter the source, within one (1) day of receipt of such requests and maintain electronic records evidencing the date and time of removal of such telephone numbers from the Guest Database; and (iv) maintain all records related to Customer scrubbing against the Reassigned Numbers Database, as required by Applicable Law.
(c) Compliance with Applicable Law. By accessing and using the Services, you represent and warrant that your use of the Services, your Customer SMS Messages, your Guest Database, your purpose for contacting Guests and your activities associated with any of the foregoing will at all times be in strict compliance with all applicable Mobile Marketing Association (“MMA”) guidelines, guidelines made available by the Cellular Telecommunications Industry Association (“CTIA”), the rules, terms, conditions and policies of all participating mobile telephone carriers, as well as all applicable local, state, national, federal and international laws, rules and regulations including, but not limited to, the TCPA, the Amended Telemarketing Sales Rule, 16 C.F.R. § 310.4(b)(iii) (the “TSR”), Pallone-Thune Telephone Robocall Abuse Criminal Enforcement And Deterrence Act (“TRACED Act”), the Oklahoma Telemarketer Restriction Act, the Florida Telemarketing Act and Florida Do Not Call Act, the Washington Telemarketing Law HB1497, the Gramm-Leach Bliley Act of 1999 (15 U.S.C. §§ 6801 et seq.), the FTC’s Safeguards Rule (16 CFR Part 314), the Federal Trade Commission Act, CASL, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing (collectively, “Applicable Law”).
Without limiting the foregoing, Customer represents and warrants that its Guest Database, and use thereof, shall at all times comply with the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Iowa Data Privacy Law, the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”), and all other applicable federal and state data protection laws (collectively, “Applicable Privacy Laws”). Without limiting the foregoing, Customer shall ensure that the following shall fully comply with Applicable Privacy Laws: (i) Customer’s internal Guest Database, data security policies and procedures, encryption technology, personnel oversight and networks; (ii) Customer’s record keeping practices in connection with consumer data obtained, stored, utilized and/or transferred to third parties by Customer; (iii) Customer’s procedures for preventing a breach of Guest Database data and responding in the event that a consumer data breach occurs; (iv) Customer’s policies and procedures related to cross-border transfers of personal information; and (v) Customer’s policies for honoring the right of consumers to exercise all rights granted consumers under Applicable Privacy Laws.
(d) Legal Disclaimer. Neither Revinate nor the Services are intended, under any circumstances, to offer legal advice, recommendations or counselling in connection with any legal matter including, without limitation, compliance with the TCPA (including obtaining “prior express written consent” from consumers in connection with same), compliance with any other telemarketing laws, compliance with Applicable Privacy Laws or any other Applicable Law, and no element of the Services should be construed as such. You should always check with your attorney(s) to ensure that any use of the Services, including your Customer SMS Messages, complies with Applicable Law including, without limitation, Applicable Privacy Laws and the TCPA.
(b) Legal Disclaimer. Neither Revinate nor the Services are intended, under any circumstances, to offer legal advice, recommendations or counselling in connection with any legal matter including, without limitation, compliance with Applicable non-US Laws, and no element of the Services should be construed as such. You should always check with your attorney(s) to ensure that any use of the Services, including your Customer SMS Messages, complies with Applicable non-US Law.
(i) You are responsible for all third-party contact information, messages, data, text, video, photos, audio and all other materials and information (including personal information of your Guests and the Guest Database) that you upload to the Services or is uploaded via your account (collectively, “Customer Content”). As between you and us, you retain ownership of any proprietary or intellectual property rights that you hold in and/or to Customer Content. You grant us a limited, non-exclusive, worldwide, sublicensable, royalty-free license, to reproduce, copy, display, transmit, share and otherwise use Customer Content as necessary for our operation and provision of the Services. You are solely responsible for maintaining backups and records of Customer Content. We are not your system of record and have no liability or responsibility for any loss or destruction of Customer Content. You must maintain copies of all records required by Applicable Law or Applicable non-US Law if you are located outside of North America. You may request, pursuant to a separate professional services agreement with Revinate, the ability to download limited portions of Customer Content at any time from the Services. Upon your reasonable request, we can provide a download of Customer Content to you in a form and format that we reasonably select, subject to your payment of our then-current time and materials fees.
(b) Usage Data. We collect various usage data and statistics regarding your use of the Services and your account (“Usage Data”). We may use this Usage Data for any internal purpose, including marketing and advertising efforts, and may disclose this Usage Data provided any such disclosures are anonymized or aggregated such that neither you nor any of your Guests are reasonably identifiable.
(c) Prohibited Uses. Revinate prohibits any use of the Services in connection with any of the following:
(i) Activities that seek to attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, libelous, defamatory, scandalous, or abusive, or that violate any right of any third party, or are otherwise objectionable;
(ii) Storage or transmission of infringing, libelous, or otherwise unlawful or tortuous material, or material in violation of third-party privacy rights;
(iii) Pornography, sexual products, otherwise sexually explicit material, or escort services;
(iv) Illegal drugs or drug contraband;
(v) Pirated computer programs, viruses, worms, Trojan horses, or other malicious or harmful code; (vi) Instructions or materials for the assembly of bombs or other weapons;
(vii) Disclosure of anyone’s private or personally identifying information without such party’s prior express written consent (or parents’ prior express written consent in the case of a minor); and/or
(viii) Material that displays any person under eighteen (18) years of age in an illicit or otherwise exploitative manner.
(i) You will not access or otherwise use any third- party list of phone numbers or otherwise engage in unsolicited messaging/initiate any unsolicited Customer SMS Messages using the Services in violation of Applicable Law or Applicable non-US Law if you are located outside of North America. Additionally, you agree not to send messages to your contacts beyond the frequency represented in any disclosures or terms that you have with such contacts.
(ii) You warrant and covenant that any message sent through the Services must represent truthfully your identity, your products or services, availability of goods or services, pricing, benefits, and any other offering aspects in your messaging.
(b) IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, REVINATE MAKES NO WARRANTY THAT THE SERVICES: (i) WILL MEET YOUR REQUIREMENTS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (iii) WILL BE FREE OF HARMFUL COMPONENTS; (iv) WILL ENABLE YOU TO SUCCESSFULLY DELIVER ANY CUSTOMER SMS MESSAGES; (v) WILL RESULT IN CUSTOMER SMS MESSAGES THAT ARE DELIVERED OR TIMELY; AND/OR (vi) WILL BE ACCURATE OR RELIABLE. REVINATE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) MADE AVAILABLE BY AND/OR THROUGH THE SERVICES IS ACCURATE, COMPLETE, OR
USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. REVINATE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION OR WILL ALLOW YOU TO COMPLY WITH THE LAWS OF ANY JURISDICTION AND REVINATE SPECIFICALLY DISCLAIMS SUCH WARRANTIES.
(c) REVINATE DOES NOT WARRANT, GUARANTEE OR REPRESENT THAT YOU WILL RECEIVE ANY PARTICULAR RESULT FROM USE OF THE SERVICES. IF YOU ARE UNHAPPY OR DISSATISFIED WITH THE SERVICES OR ANY RESULTS DERIVED FROM SAME, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USE OF SAME, EVEN IF SUCH REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE.
(d) SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES. AS SUCH, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT ANY SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE PRODUCT SPECIFIC TERMS.
Website Terms of Use
Revinate’s Website Terms of Use is a legally binding agreement that outlines the terms applicable to any use of the services and/or features made available by Revinate at www.revinate.com.
Last updated January 1, 2025
2. We welcome your comments and feedback regarding your website use. We do not, however, accept confidential or proprietary information. Thus, all comments, feedback, ideas, suggestions, materials, information, and other submissions disclosed, submitted or offered to Revinate (collectively, “Comments”) are not confidential, and your disclosure, submission, or offer of any Comments will constitute an assignment to Revinate of all worldwide rights, titles, and interests, and goodwill in the Comments without payment of any compensation. Additionally, Comments submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene, or otherwise unlawful material. Revinate reserves the right to remove any Comments for any reason, without prior notice. Notwithstanding the foregoing, Revinate does not have any obligation to prescreen, monitor, edit, or remove any Comments. If your Comments violate these Terms of Use, you may bear legal responsibility for such Comments.
3. You agree you will not sell, transfer, license or assign your account, username, or any account rights (collectively your “Account”), if applicable to your website use. Revinate prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that, with respect to your Account, all information you provide(d) to Revinate upon registration and at all other times will be true, accurate, current, complete, and confidential, and you agree to update your information as necessary to maintain its truth, accuracy, and confidentiality.
4. You agree that you will not solicit, collect or use the login credentials or other confidential account information of other website users.
5. You are responsible for keeping your Account password secret and secure.
6. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the website, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non- public email addresses.
7. You may not use the website for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your website use and your Comments, including but not limited to, copyright laws.
8. You must not change, modify, adapt or alter the website or change, modify or alter another website so as to falsely imply that it is associated with the website or Revinate.
9. You must not create or submit unwanted email, comments or other forms of commercial or harassing communications (a/k/a “spam”) to any website users.
10. You must not use domain names or web URLs in your username, if applicable, without prior written consent from Revinate.
11. You must not interfere or disrupt the website or servers or networks connected to the website, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any website page is rendered or displayed in a user’s browser or device.
12. You must not use the website to create an account through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
13. You must not attempt to restrict another user from using or enjoying the website, and you must not encourage or facilitate violations of these Terms of Use.
14. Revinate may, but is not obligated to, monitor or review (i) any areas on the website where users transmit or post content (“user content”). Revinate reserves the right, in its sole discretion, to delete or remove user content from the website and to restrict, suspend, or terminate access to all or part of the website. Notwithstanding the forgoing, Revinate does not control or endorse user content found on the website. Therefore, to the maximum extent permitted by law, Revinate will have no liability related to user content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Revinate further disclaims all liability with respect to the misuse, loss, modification, or unavailability of any user content.
15. Violation of these Terms of Use may, in Revinate’s sole discretion, result in termination of your website use. You understand and agree that Revinate cannot and will not be responsible for any user content, and your use of the website is at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Revinate, we can stop providing you with access to all or part of the website.
2. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
3. We reserve the right to refuse use of the website to anyone for any reason at any time.
4. We reserve the right to force forfeiture of any username for any reason.
THE WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS.
YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) REVINATE DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) REVINATE MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) REVINATE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES.
YOUR WEBSITE USE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR WEBSITE USE. REVINATE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE WEBSITE OR IN CONNECTION WITH YOUR WEBSITE USE.
We are ready to assist you and address your concerns: email legal@revinate.com
You and Revinate unconditionally agree that all disputes between you and Revinate (whether or not such dispute involves a third party) with regard to your relationship with Revinate will be resolved via arbitration and you and Revinate each hereby expressly waive trial by jury. Without limiting the foregoing, should a dispute arise regarding these Terms of Use, your use of the Revinate website and/or your rights of privacy and/or publicity, you and Revinate each agree to resolve such dispute by binding, individual arbitration under the General Arbitration Rules & Procedures of JAMS; provided, however, that Revinate reserves the right to require that any claim by you be combined and conducted under the JAMS Mass Arbitration Procedures and Guidelines where there are seventy-five (75) or more arbitration demands pending against Revinate that are similar to the demand for arbitration submitted by you. Prior to initiating arbitration, you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. The party(ies) named in your Initial Dispute Notice (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before JAMS by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than the applicable Final Settlement Offer, then the Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Named Party(ies) will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Although the Named Party(ies) may have a right to an award of attorneys’ fees and expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies) will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
To the extent permitted by law, you agree that you may bring claims only on your own behalf. Neither you nor Revinate will participate in a class action for any claims covered by this section. Both you and Revinate agree to the entry of injunctive relief to stop such a lawsuit or to remove such party as a participant in the suit. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Revinate is a party to the proceeding. This provision preventing you and Revinate from bringing, joining or participating in class action lawsuits: (a) does not constitute a waiver of any party’s rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (b) is an independent agreement.
This dispute resolution provision will be governed by the Federal Arbitration Act. In the event that JAMS is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Revinate or you can elect to have the arbitration administered instead by the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void. These dispute resolution provisions will survive the termination of your relationship with Revinate. Revinate reserves the right to change this dispute resolution provision at any time, but any such changes will not apply to disputes arising before the effective date of the amendment. You may opt-out of these dispute resolution provisions by providing written notice of its decision within thirty (30) days of the date that it first accesses the Revinate website.
This privacy policy covers two types of information gathered at the website, personal and aggregated. The term “Personal Information” refers to data you voluntarily provide in connection with your website use that identifies you and/or the company on whose behalf you are accessing and using the website. Personal Information includes, but may not be limited to, data submitted in connection with your website use, such as your name, e-mail address, phone number, company affiliation, physical address and/or certain other personal information. The term “aggregated data” refers to general information regarding visitors and users of the website that relates to your website use, e.g., traffic patterns, number of visits to certain pages, visits from other web sites or to Linked Sites, use of particular services and interest in services, information or features of the website or other parties made available through or found at the website.
What information is collected about you? How do we use it?
We take the utmost care to ensure the Personal Information we obtain from you is used according to your preferences in compliance with applicable privacy laws and regulations. You may wish to submit an information request about our products or services, participate in one of our promotions, or subscribe to our e-mail or postal mail lists. In response, we may ask for information such as your name and postal address. In the event you opt to provide us with this information, we will only use it for the purpose for which you are opting to provide it, and you will always be given the option to opt-out if you choose not to participate in Revinate’s future marketing activities. In deciding whether or not to opt in, please note that we do not sell, rent or share any of your personal information with any party, including any third-party joint promoters, nor use it for unapproved commercial purposes, and all emails distributed to you will contain easy, online access to unsubscribe.
(1) Revinate may monitor and, when we believe in good faith that disclosure is required, disclose information to protect the security, property, assets and/or rights of Revinate from unauthorized use, or misuse, of the website or anything found at the website;
(2) Revinate may disclose information when required by law; however, only to the extent necessary and in a manner that seeks to maintain the privacy of the individual.