These Business Terms (these “Terms”) and are entered into between revnt, inc. (“revnt”) and the Customer. These Terms govern the Services to be provided by revnt to Customer pursuant to one ormore mutually agreed upon orders, statements of work, or similar document incorporating these Terms byreference (each an “Order”). These Terms and each Order are collectively referred to as this“Agreement”. In the event of a conflict between these Terms and an Order, these Terms shall controlunless the conflicting term of an Order expressly states otherwise
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, revnt and Customer agree as follows:
- 1.1. “Customer Account” means Customer’s account on the revnt Platform through whichUsers may access and use the Services to host and maintain Customer Events.
- 1.2. “Customer Data” means the data and content provided by Customer to revnt in the courseof Customer’s access to, and use of, the Services, including, without limitation, all content relating to aCustomer Event and any recordings thereof.
- 1.3. “Customer Event” means one or more events hosted by Customer on the revnt Platform.
- 1.4. “Documentation” means the specifications and functional requirements published byrevnt for the Services and provided to Customer in either electronic, online help files or hard copy format,but specifically excluding any marketing, promotional, and similar materials.
- 1.5. “User” means those Customer’s officers, employees, directors, independent contractors,agents, guests, and other individuals who are authorized by Customer to access and use the Services onCustomer’sbehalf
- 1.6. “Intellectual Property Rights” means any and all worldwide intellectual property rights,including copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patentapplications, moral rights and other proprietary rights, whether registered or unregistered.
- 1.7. “Participant” means each individual authorized by Customer to access a Customer Eventon the revnt Platform.
- 1.8. “revnt Platform” means revnt’s proprietary online platform through which revnt providesthe Services.
- 1.9. “Service Fees” means the fees for the Services set forth in the Order
- 1.10. “Services” means those services ordered by Customer pursuant to an Order which may beaccessed through the revnt Platform.
- 2.1. Delivery of the Services. Subject to the terms and conditions of this Agreement, revntshall deliver the Services pursuant to this Agreement during the applicable Service Term (defined below).The Services are made available through the Internet. Customer and its Users are solely responsible for acquiring, installing and maintaining all connectivity equipment, Internet and network connections,hardware, software and other equipment necessary to access the revnt Platform and use the Services.
- 2.2. Access by Users; Customer Account. Users will be required to create a unique useridentification name and password (“User ID”) in order to access the revnt Platform, the Services, andCustomer’s Account. Customer is solely responsible for ensuring the security and confidentiality of UserIDs to access Customer’s Account. User IDs may not be shared with any person other than the specificUser to whom the User ID is assigned. Customer will use its best efforts to prevent unauthorized accessto, or use of, the revnt Platform and Services through its Customer Account, and will promptly notifyrevnt of any such unauthorized use. Customer is solely responsible for activity taken in connection withthe Customer Account.
- 2.3. Participants. Participants may access the revnt Platform and an applicable CustomerEvent by following the registration process provided by revnt. Prior to accessing or using the revnt Platformor the Services, each Participant may be required to: (a) register with revnt and provide information requiredby revnt, (b) create a profile on the revnt Platform, and/or (c) agree to abide by revnt’s then-currentParticipant terms of service.
- 2.4. Support. revnt will provide Customer and Users with revnt’s standard support servicesrelating to the revnt Platform and the Services. If Customer wishes to obtain additional support, suchservices and any additional fees shall be mutually agreed upon in writing.
3. Proprietary Rights and Restrictions on Use.
- 3.1. Ownership. The revnt Platform, the Services (including any updates or enhancementsthereto), the look and feel and layout of the revnt Platform and any reports or deliverables generated inconnection with the Services, and all worldwide Intellectual Property Rights therein, are the exclusiveproperty of revnt and its licensors. All rights in and to the revnt Platform and the Services not expresslygranted to Customer in this Agreement are reserved by revnt.
- 3.2. Restrictions. Except as expressly permitted in this Agreement or as otherwise authorizedby revnt in writing, Customer will not, and will not permit any User to (a) modify, adapt, alter, translate, orcreate derivative works from the revnt Platform or the Services; (b) sublicense, lease, rent, loan, sell,distribute, make available or otherwise transfer the Services or access to the revnt Platform to any thirdparty, (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for theServices or the revnt Platform in order to (i) build a competitive product or service, (ii) build a productusing similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functionsor graphics of the Service; (d) interfere in any manner with the operation of the Services or the revntPlatform; (e) remove, alter, or obscure any proprietary notices (including copyright notices) of revnt or itslicensors displayed in connection with the Services or on the revnt Platform; or (f) otherwise use theServices or the revnt Platform except as expressly allowed under this Agreement.
- 3.3. Customer Data. Customer hereby grants to revnt a non-exclusive, non-transferable rightand license to use the Customer Data for the limited purpose of performing revnt’s obligations hereunder.As between revnt and Customer, Customer retains all right, title and interest in and to the Customer Data,and revnt acknowledges that it neither owns nor acquires any additional rights in or to the Customer Databy virtue of this Agreement except as expressly provided herein. Notwithstanding anything to the contrary,revnt shall have the right to collect and analyze data and other information relating to the provision, use andperformance of the revnt Platform and the Services (including, without limitation, information concerning Customer Data, and data derived therefrom), and revnt will be free (during and after the term hereof) to:(a) use such information and data to improve and enhance the Services and for other development,diagnostic and corrective purposes in connection with the Services and other revnt offerings, and (b)disclose such data solely in aggregate or other de-identified form in connection with its business. No rightsor licenses are granted except as expressly set forth herein.
- 3.4. Customer party hereby grants to revnt the right and license to use its trademarks, servicemarks, trade dress, trade names, brand names, product names, logos, and symbols (collectively,“Trademarks”) solely in order to perform its obligations in connection with this Agreement; providedthat such use shall be in accordance with any usage guidelines provided by Customer. revnt’s useof the Trademarks does not create any ownership right in the Trademarks. Customer is the sole and exclusiveowner of all right, title and interest in and to the Trademarks, and all use of the Trademarks and allgoodwill associated with the Trademarks will inure to the benefit of Customer. Except for the limitedlicense granted to revnt hereunder, all other rights in the Trademarks are reserved.
4. Fees and Payment.
- 4.1. Services Fees; Payment. Customer will pay revnt the Service Fees in accordance with theterms of the Order. If Customer’s use of the Services exceeds any usage limitations set forth on theapplicable Order, Customer shall be billed for such usage and Customer agrees to pay the additional ServiceFees in the manner provided herein. revnt reserves the right to change the Service Fees or any otherapplicable charges or both and to institute new charges and Service Fees at the end of the Initial ServiceTerm or then-current renewal (if applicable), upon sixty (60) days’ prior notice to Customer (which maybesent by email). If Customer believes that revnt has billed Customer incorrectly, Customer must contactrevnt on or before the due date of the bill, in order to receive an adjustment or credit, but will timely paythe undisputed portion of such billing statement. Inquiries should be directed to revnt’s customer supportdepartment. Except as expressly stated in this Agreement, all fees are non-refundable.
- 4.2. Account Information. Customer shall provide revnt with accurate and complete billinginformation including legal name, address, telephone number, and credit card or debit card billinginformation if applicable. If any such information is false or fraudulent, revnt reserves the right to terminateCustomer’s use of the Services, in addition to seeking any other remedies available to revnt. revnt is notresponsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.)resulting from charges billed by revnt.
- 4.3. Delinquent Accounts. Unpaid amounts are subject to a finance charge of 1.5% per month,with compounding interest, on any outstanding balance, or the maximum permitted by law, whichever islower, plus all expenses of collection and may result in immediate termination of Services. Customer shallbe responsible for all taxesassociated with Services other than U.S. taxes based on revnt’s net income.
- 4.4. Purchase Orders. If Customer requires the use of a purchase order or purchase ordernumber, Customer (a) must provide the purchase order number at the time of purchase and (b) agrees thatany terms and conditions on a Customer purchase order will not apply to this Agreement and are null andvoid.
5. Service Levels and Customer Warranty.
- 5.1. By revnt. revnt shall use reasonable efforts consistent with prevailing industry standardsto maintain the revnt Platform and the Services in a manner which minimizes errors and interruptions inthe Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduledemergency maintenance, either by revnt or by third-party providers (each, “Scheduled Maintenance”), or because of other causes beyond revnt’s reasonable control, but revnt shall use reasonable efforts toprovide advanced notice in writing or by e-mail of any scheduled disruption of the Services. Customer’ssole and exclusive remedy related to unavailable Services, excluding Scheduled Maintenance, is a servicelevel credit equal to [10%] of the Service Fees applicable to the month in which the unavailabilityoccured. To receive this service level credit, Customer must request the credit within 30 days followingthe month in which the unavailability occurred.
- 5.2. By Customer. Customer warrants that it has all rights necessary to: (a) grant to revnt therights and licenses to the Customer Data set forth in this Agreement, (b) that its use of the Services will notinfringe upon, violate, or misappropriate, any Intellectual Property Rights, privacy rights, or publicityrights,and (c) that its use of the Services and its performance of this Agreement will be in strict accordancewith all applicable laws, rules, and regulations.
- 5.3. Disclaimer. EACH PARTY DISCLAIMS ALL WARRANTIES NOT EXPRESSLYPROVIDED HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE AND NON-INFRINGEMENT. REVNT DOES NOT WARRANT THAT THE SERVICESWILL BE UNINTERRUPTED OR ERROR FREE.
- 6.1. Definition. “Confidential Information” means the terms and conditions of thisAgreement and all information related to a party’s business, financial affairs or operations, including butnot limited to information related to business plans, technology, source code, product or servicedevelopment plans, pricing, techniques and methods, which is either marked or identified as confidentialor which the receiving party knew or reasonably should have known, under the circumstances, wasconfidential.
- 6.2. Protection. The party receiving Confidential Information (“Receiving Party”) from theother party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for anypurpose not expressly permitted by this Agreement, and will disclose the Confidential Information of theDisclosing Party only to the employees, agents, or contractors of the Receiving Party who have a need toknow such Confidential Information for purposes of this Agreement and who are under a duty ofconfidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party willprotect the DisclosingParty’s Confidential Information from unauthorized use, access, or disclosure in thesame manner as the Receiving Party protects its own confidential or proprietary information of a similarnature and with no less than reasonable care
- 6.3. Exceptions. The Receiving Party’s obligations under Section 6.2 above with respect to anyConfidential Information of the Disclosing Party will terminate if and when the Receiving Party candocument that such information: (a) was already lawfully known to the Receiving Party at the time ofdisclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the rightto make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the ReceivingParty has become, generally available to the public; or (d) is independently developed by the ReceivingParty without access to, or use of, the Disclosing Party’s Confidential Information. In addition, theReceiving Party may disclose Confidential Information of the Disclosing Party to the extent that suchdisclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party toenforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or bythe order of a court or similar judicial or administrative body, provided that the Receiving Party notifies theDisclosing Party of such required disclosure in writing prior to making such disclosure and cooperates withthe Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action tocontest or limit the scope of such required disclosure.
- 6.4. Return of Information. Except as otherwise expressly provided in this Agreement, theReceiving Party will return to the Disclosing Party or destroy all Confidential Information of the DisclosingParty in the Receiving Party’s possession or control and permanently erase all electronic copies of suchConfidential Information promptly upon the written request of the Disclosing Party or upon the expirationor termination of this Agreement, other than any such information that revnt is required by law to retain.Upon the request of the Disclosing Party, the Receiving Party will certify in a writing signed by an officerof the Receiving Party that it has fully complied with its obligations under this Section 6.4.
- 6.5. Publicity and Public Evaluation. Customer shall not, without revnt’s prior writtenconsent, publish or disclose to any third party an evaluation of the Services. revnt may, withoutCustomer’sprior consent, display Customer’s name and/or logo on any list of its customers.
- 6.6. Injunctive Relief. Each party acknowledges that a breach or threatened breach of thisSection 6 would cause irreparable harm to the non-breaching party, the extent of which would be difficultto ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may belegally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitablerelief in the event of a breach of this Section 6 by the other party or any of its employees or agents.
7. Term and Termination.
- 7.1. Term. Subject to earlier termination as provided below, this Agreement is for the ServiceTerm as specified in the applicable Order (the “Service Term”).
- 7.2. Termination. In addition to any other remedies it may have, either party may terminatethis Agreement by written notice in the event the other party is in material breach of any obligation underthis Agreement and fails to cure such breach within thirty (30) days following its receipt of written noticethereof. In addition, revnt may also terminate the Agreement immediately upon written notice in the event(a) Customer fails to pay any amounts payable hereunder within ten (10) days after receiving written noticefrom revnt that payment is past due, or (b) Customer breaches any provision in either Section 3.2 orSection 5.2.
- 7.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason,any amounts owed to revnt under this Agreement before such termination or expiration will be immediatelydue and payable, all rights granted by revnt to Customer in this Agreement will immediately cease to existand Customer must discontinue all use of the Services and return to revnt or destroy all copies of revnt’sConfidential Information in Customer’s possession or control. In the event that revnt terminates thisAgreement for Customer’s uncured breach of this Agreement, Customer shall be responsible and liable forall ServiceFees that would be payable hereunder for the remainder of the then-current Service Term madeprior to thedate of termination. Sections 1, 3, 4, 5.3, 6, 7.3, 8, 9, and 10, together with any accrued paymentobligations,will survive expiration or termination of this Agreement for any reason.
- 8.1. By Customer. Customer will indemnify, defend, and hold harmless revnt and its directors,employees, agents, and contractors from and against any andall liabilities, damages, losses, expenses, or costs(including settlement costs and reasonable attorneys’ fees), whether alleged or actual, arising out of orrelated to any claim by a third party against revnt or its affiliates regarding or relating to: (a) CustomerData or any Customer Event; (b) Customer’s use of the Services in violation of this Agreement orapplicable law; or (c)Users’ use of the Services in violation of this Agreement or applicable law.
- 8.2. By revnt. Revnt will defend at its own expense any action against Customer brought by athird party to the extent that the action is based upon a claim that the revnt Platform infringes upon ormisappropriates a United States patent or copyright of the third party. Revnt will pay those costs and damagesfinally awarded against Customer in any such action that are specifically attributable to such claimor those costs and damages agreed to in a monetary settlement of such action. The foregoing obligationsare conditioned on Customer (a) notifying revnt promptly in writing of such action, (b) giving revnt solecontrol of the defense thereof and any related settlement negotiations, and (c) cooperating and, at revnt’srequest and expense, assisting in such defense or settlement. If the revnt Platform becomes, or in revnt’sopinion is likely to become, the subject of an infringement claim, revnt may, at its option, either (i) procurefor Customer the right to continue using the Services, (ii) replace or modify the revnt Platform so that itbecomes non-infringing, or (iii) terminate this Agreement and refund all Services Fees paid by Customerto revnt for the period falling beyond the effective date of the termination. Notwithstanding the foregoing,revnt will have no obligation under this section or otherwise with respect to any infringement claim basedupon (w) any Customer Data or Customer Event, (x) any use of the Services not in accordance with thisAgreement or applicable law, (y) any use of the Services in combination with other products, equipment,software, or data not supplied by revnt, or (z) any modification of the Services or revnt Platform by anyperson other than revnt. THIS SECTION STATES REVNT’S ENTIRE LIABILITY AND CUSTOMER’SSOLE AND EXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.
9. Limitation of Liability.
EXCEPT FOR A BREACH OF CONFIDENTIALITY, A PARTY’SINDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFULMISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANYCONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES,INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TOTHIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,REVNT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THISAGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT OROTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO REVNT UNDER THEAPPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THEEVENTS GIVING RISE TO SUCH LIABILITY.
- 10.1. Governing Law; Venue. This Agreement shall be governed by the laws of the State ofColorado without regard to its conflict of laws provisions. Any action arising in connection with thisAgreement shall be resolved exclusively by the State and Federal courts for Denver, Colorado, and eachparty expressly consents to the personal and exclusive jurisdiction and venue of such courts. The UnitedNations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- 10.2. Relationship of Parties. The relationship of the parties established under this Agreementis that of independent contractors and neither party is a partner, employee, agent, or joint venture partnerof or with the other, and, except as expressly set forth in this Agreement, neither party has the right orauthority to assume or create any obligation on behalf of the other party
- 10.3. Notices. All notices, consents, and approvals under this Agreement must be delivered inwriting by courier or internationally recognized overnight delivery service, or by certified or registered mail (postage prepaid and return receipt requested) to the address provided in the Order, which may be updatedin writing, and are deemed given when received. Notices to Customer may also be sent to the applicableaccount email address and will be deemed given when sent.
- 10.4. Assignment. This Agreement is not assignable, transferable or sublicensable by Customerexcept with revnt’s prior written consent. Notwithstanding the previous sentence, Customer may assign itsrights and obligations under this Agreement to a parent or subsidiary, or to a successor, whether by wayof merger, sale of all or substantially all of its assets, or otherwise. revnt may transfer and assign any of itsrights and obligations under this Agreement without consent. Any purported or attempted assignment inviolation of this paragraph is void and of no force or effect.
- 10.5. Successors and Assigns. Except as otherwise expressly provided in this Agreement, thisAgreement inures to the benefit of and binds the parties and such parties’ permitted successors, assignees,and other legal representatives.
- 10.6. Severability. If a provision of this Agreement is unenforceable, invalid, or illegal, then theintent of the parties is that (a) the validity, legality, and enforceability of the remaining provisions of theAgreement remain in force and not be affected in any way, and (b) the unenforceable, invalid, or illegalprovision remain in force, and be interpreted or reformed to accomplish the objectives of such provision,to the greatest extent possible under applicable law.
- 10.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutualunderstanding of the parties and supersedes and cancels all previous written and oral agreements,communications and other understandings relating to the subject matter of this Agreement, and that allwaivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.This Agreement may be executed in counterparts, including by PDF or electronic signature, each of which will beconsidered an original, but all of which together will constitute the same instrument.