Terms of Use

Last updated: December 5, 2016

Introduction

If you are using Revelr.com (the “Site”) you are contracting with Revelr Inc., a Delaware corporation (“Revelr”). Revelr provides an online platform through which potential event customers (“Clients”) can submit requests for event vendors. Revelr then sends appropriate Client requests to its network of event vendors (“Partner Vendors”), and Partner Vendors have the option to bid on Clients’ requests. Revelr’s role is limited only to connecting Clients to Partner Vendors. Any transactions between Clients and Partner Vendors occur off the Site.

YOU UNDERSTAND AND AGREE THAT REVELR HAS NO CONTROL OVER THE CONDUCT OF THE PARTNER VENDORS IN PERFORMING THE SERVICES AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

MODIFICATION

Revelr reserves the right, at its sole discretion, to modify the Site or to modify these Terms, including the Revelr Bid Fees (hereinafter defined) at any time and without prior notice. If we modify these Terms, we will post the modification on the Site. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site after we have posted a modification on the Site, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site.

ELIGIBILITY

Any use of the Site by anyone under the age of 18 is expressly prohibited. By using the Site, you represent and warrant that you are 18 or older.

HOW THE SITE WORKS

Revelr makes available an online platform or marketplace with related technology for through which Clients can submit requests for Partner Vendors, and Partner Vendors can bid on Clients’ requests. Once a Partner Vendor bids on a Client’s Request, Revelr connects the Partner Vendor and Client via email.

THE SITE IS INTENDED TO BE USED SOLELY TO FACILITATE EVENT VENDOR SOURCING FOR ITS USERS. REVELR IS NOT RESPONSIBLE FOR THE CONTENT CONTAINED IN ANY PARTNER VENDOR’S PROFILE OR THE CONDITION, LEGALITY, OR SUITABILITY OF ANY SERVICES PROVIDED BY A PARTNER VENDOR.

YOUR REVELR ACCOUNT

In order to access certain features of the Site, you must register to create an account (“Revelr Account”). A person who has completed Revelr’s account registration process may be referred to herein as a “User.” We will create your Revelr Account for your use of the Site based upon the information you provide. You may not have more than one (1) active Revelr Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Revelr reserves the right to suspend or terminate your Revelr Account and your access to the Site if you create more than one (1) Revelr Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Revelr Account, whether or not you have authorized such activities or actions. You will immediately notify Revelr of any unauthorized use of your Revelr Account.

REVELR USE FEES

In connection with use of Revelr's Platform, Revelr charges Partner Vendors certain Fees ("Bid Fees") pursuant to the following.

When an incoming request comes in that may be suitable for a Partner Vendor, Revelr emails the Partner Vendor with information about the request.  The Partner Vendor will then have the option to bid on the request, via email or text message, for a one-time Bid Fee.  Once the Partner Vendor agrees to bid on the request, Revelr will provide the Partner Vendor with the Client's contact email address.  By accepting the option to bid on the request (and receive the Client's contact email), you are authorizing Revelr to charge the Bid Fee to your credit card on file via Stripe.  You agree that all Bid Fees (i.e. credit card charges in connection with the acceptance of the option to bid on a request) are final and non-refundable.

Partner Vendors who authorize Revelr to charge them Bid Fees when they elect to bid on an event request will be asked to provide customary billing information such as name, billing address, and credit card information either to Revelr or to its third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided, either directly by Revelr, indirectly via a third-party online payment processor, or by one of the payment methods described on the Site. If you are directed to a third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your payment is complete, you will receive a confirmation email summarizing your confirmed payment.

Third Party Fees. You may incur third-party fees through use of the Service, such as fees charged by your Carrier for data usage. In addition, you may be subject to third party terms, through your use of the Service, such as your Carrier's terms of service. You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms.

Refunds. In limited circumstances, we will offer any Partner Vendor a partial or full refund in the sole discretion of Revelr. Please email info@revelr.com if you seek to obtain a refund.

Event Planning Services. In some cases, and upon authorization by the Client. Revelr will provide various event-planning services to Clients. In these cases, Revelr may charge a separate fee (an “Event Planning Fee”) to be agreed upon by Revelr and the Client. As part of the event planning process, Revelr may at times facilitate the securing of and/or payment to various event vendors. When an order is accepted by a vendor, we may withhold a variable percentage fee called the Vendor Fee and send the remainder of the base price to the vendor. The Vendor Fee covers credit card processing, account management, customer service, and dispute resolution.

NO ENDORSEMENT

Revelr does not endorse any Partner Vendor. Any description on the Site is not an endorsement, certification, or guarantee by Revelr about any Partner Vendor. Instead, any such description is intended to be useful information for you to evaluate the Partner Vendor independently. We therefore recommend that you always exercise due diligence before deciding to move forward with a Partner Vendor. Revelr is not responsible for any damage or harm resulting from the Services provided by a Partner Vendor. In sum, Revelr has screened its Partner Vendors, but because the Partner Vendor are independent businesses who have discretion over how they perform their services, Revelr disclaims all liability in this regard.

By using the Site, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Revelr with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Users regarding any bookings or listings made by you.

PAYMENT PROCESSING ERRORS

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.

USER CONDUCT

In connection with your use of the Site, you may not and you agree that you will not:

1. Violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions, and tax regulations;
2. Use manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site;
3. Use the Site for any commercial or other purposes that are not expressly permitted by these Terms;
4. Copy, store, or otherwise access any information contained on the Site for purposes not expressly permitted by these Terms;
5. Infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity, or contractual rights;
6. Interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing, or electronic mail address information or similar methods or technology;
7. Use the Site, to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card, or account numbers;
8. Use the Site in connection with the distribution of unsolicited commercial email ("spam") or advertisements;
9. "Stalk" or harass any other user of our Site or collect or store any personally identifiable information about any other User;
10. Register for more than one Revelr Account or register for a Revelr Account on behalf of an individual other than yourself;
11. Impersonate any person or entity, or falsify, or otherwise misrepresent yourself or your affiliation with any person or entity;
12. Use automated scripts to collect information from or otherwise interact with the Site;
13. As a Partner Vendor, submit a Profile with false or misleading information;
14. Post, upload, publish, submit, or transmit any text, graphics, images, music, software, audio, video, information, or other materials that Revelr makes available through the Site (collectively, “Content”) that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
15. Systematically retrieve data or other content from our Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
16. Use, display, mirror, or frame the Site, or any individual element within the Site, Revelr’s name, trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Site, without Revelr’s express written consent;
17. Access, tamper with, or use non-public areas of the Site, Revelr’s computer systems, or the technical delivery systems of Revelr’s providers;
18. Attempt to probe, scan, or test the vulnerability of any Revelr system or network or breach any security or authentication measures;
19. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Revelr or any of Revelr’s providers or any other third party (including another user) to protect the Site;
20. In any way use the Site, to send altered, deceptive or false source-identifying information;
21. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site; or
22. Advocate, encourage, or assist any third party in doing any of the foregoing.

Revelr has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

Revelr may access, preserve, and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Revelr or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users of the Site (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Revelr, its users, or members of the public. You acknowledge that Revelr has the right to monitor your access and use of the Site for the purpose of operating and improving the Site, to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to Content that it determines is otherwise objectionable or as set forth in these Terms. Revelr reserves the right, at any time and without prior notice, to remove or disable access to any Content that Revelr, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or its users.

PRIVACY

See Revelr’s Privacy Policy for information and notices concerning Revelr’s collection and use of your personal information.

OWNERSHIP

Revelr shall at all times be the sole and exclusive owner of any and all content created by Revelr (the “Revelr Content”), which shall include, without limitation, the Revelr name, the Revelr logo, visual interfaces, interactive features, graphics, design, compilation (including, without limitation, Revelr’s compilation of your content and other Site content), computer code, products, software, aggregate user review ratings, analytics, metrics, and all other elements and components of the Site excluding your content and third party content. Revelr shall also be the sole and exclusive owner of all copyrights, trademarks, service marks, trade names, logos, and other intellectual and proprietary rights throughout the universe associated with the Revelr Content and the Site, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws of every jurisdiction. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Revelr Content in whole or in part except as expressly authorized in writing by Revelr. Except as expressly and unambiguously provided herein, Revelr does not grant you any express or implied rights, and all rights in and to the Site and the Revelr Content are retained by Revelr.

REVELR CONTENT LICENSE

Subject to your compliance with the terms and conditions of these Terms, Revelr grants you a limited, non-exclusive, non-transferable license, to access and to view any Content on the Site solely for the purpose of offering or booking the Services. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Revelr or its licensors, except for the licenses and rights expressly granted in these Terms.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit, or transmit User Content. “User Content” means all Content that a User posts, uploads, publishes, submits or transmits to be made available through the Site. By making available any User Content on or through the Site, you hereby grant to Revelr a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Site. Revelr does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site, or you have all rights, licenses, consents and releases that are necessary to grant to Revelr the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Revelr’s use of the User Content (or any portion thereof) on, through or by means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

LINKS

The Site may contain links to third-party websites or resources. You acknowledge and agree that Revelr is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Revelr of such websites or resources or the Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the Revelr platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use, located at http://www.google.com/intl/en_us/help/terms_maps.html.

PROPRIETARY RIGHTS NOTICES

All trademarks, service marks, logos, trade names, and any other proprietary designations of Revelr used herein are trademarks or registered trademarks of Revelr. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback”). You may submit Feedback by emailing us at info@revelr.com or through the “Contact” section of the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Revelr and you hereby irrevocably assign to Revelr and agree to irrevocably assign to Revelr all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral, and other proprietary or intellectual property rights therein. At Revelr’s request and expense, you will execute documents and take such further acts as Revelr may reasonably request to assist Revelr to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

SUSPENSION, TERMINATION, AND REVELR ACCOUNT CANCELLATION

We may, in our sole discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Revelr Account. If we exercise our discretion under these Terms to do so, the following can occur with or without prior notice or explanation to you: your Revelr Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, your Revelr Account, your User Content, or receive assistance from Revelr Customer Service. You may cancel your Revelr Account at any time via the “Cancel Account” feature or by sending an email to info@revelr.com. Please note that if your Revelr Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, including, but not limited to, any reviews or Feedback.

DISCLAIMERS

IF YOU CHOOSE TO USE THE SITE, YOU DO SO AT YOUR SOLE RISK. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REVELR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. REVELR MAKES NO WARRANTY THAT THE SITE, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE. REVELR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PARTNER VENDOR’S SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REVELR OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ACKNOWLEDGE AND AGREE THAT REVELR DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY PARTNER VENDORD. YOU UNDERSTAND THAT REVELR DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR TO REVIEW ANY PARTNER VENDORS. REVELR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, PARTNER VENDORS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED THROUGH REVELR.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, YOUR LISTING OR BOOKING OF ANY SERVICES VIA THE SITE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF REVELR WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER REVELR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, OR FROM YOUR LISTING OR BOOKING OF ANY SERVICE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REVELR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL REVELR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY SERVICES VIA THE SITE, OR FROM THE USE OF OR INABILITY TO USE THE SITE, OR IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE TO REVELR FOR USE OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to release, defend, indemnify, and hold Revelr and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or your violation of these Terms; (b) your User Content; (c) your (i) interaction with any User, (ii) booking of Services, or (iii) creation of a Listing; and (d) the quality or condition of Services booked by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such Services.

REPORTING MISCONDUCT

If you interact with a Client or Partner Vendor who does not abide by these Terms, you should report such interaction to Revelr, provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you. If you interact with a Client or Partner Vendor who exhibits offensive, violent, or sexually inappropriate or otherwise disturbing conduct, you should immediately report such person to appropriate authorities and then to Revelr; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

ENTIRE AGREEMENT

These Terms constitute the entire and exclusive understanding and agreement between Revelr and you regarding the Site and the purchase of any Services via the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Revelr and you regarding the Site and the purchase of any Services via the Site.

ASSIGNMENT

These Terms constitute the entire and exclusive understanding and agreement between Revelr and you regarding the Site and the purchase of any Services via the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Revelr and you regarding the Site and the purchase of any Services via the Site.

NOTICES

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Revelr (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

CONTROLLING LAW AND JURISDICTION

These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in New York County, New York or a United States District Court located in the State of New York, for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

DISPUTE RESOLUTION

You and Revelr agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Revelr are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Revelr otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules..

Arbitration Location and Procedure. Unless you and Revelr otherwise agree, the arbitration will be conducted in New York county, New York. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Revelr submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Revelr will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.

Changes. Notwithstanding the provisions of the “Modification” section above, if Revelr changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@revelr.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Revelr’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Revelr in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

GENERAL

The failure of Revelr to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Revelr. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

CONTACTING REVELR

If you have any questions about these Terms please contact Revelr at info@revelr.com.