PLEASE READ THIS AGREEMENT BEFORE USING REVBOSS’S SERVICES. BY ACCESSING OR USING REVBOSS SOFTWARE OR SERVICES OFFERING, YOU (THE “CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SOFTWARE OR SERVICES.
This End-User License Agreement (the “Agreement”) is entered into between Customer and RevBoss Inc., a Delaware corporation (“RevBoss”). RevBoss provides a software as a service and managed service solution for the development and growth of your sales pipelines, regardless of industry (the “Software” or the “Services”). Pursuant to the terms of this Agreement, RevBoss is granting to Customer a nonexclusive license to access and use the Software. RevBoss and Customer agree that the following terms and conditions will apply to Customer’s use of the Software.
TERMS & CONDITIONS
These terms and conditions (the “Terms” are made a part of the Agreement and govern your use of the Software and Services, including, without limitation, all of the following:
(i) this website and any related website operated by RevBoss (the “Site”);
(ii) any products, services or applications offered by RevBoss in connection with the Site (the “Products”); and
(iii) any information, data or other materials contained in or accessible by means of the Site or the Products (the “Information”).
By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms.
PRODUCTS
Use of certain RevBoss products may be subject to additional terms and conditions, including payment of fees. When you sign an agreement with RevBoss for or use such products, such additional terms and conditions will be included in the agreement that both parties sign and be deemed incorporated into these Terms. In particular:
- With respect to the email that RevBoss sends on your behalf to perform the Services (“Flows”), you hereby grant to RevBoss (i) a license to use information gathered from the email correspondence resulting from RevBoss “Flows” (such as email delivery data or email reply content) that is relevant to the Services (“Performance Information”), which RevBoss may use to execute and optimize campaign performance , and (ii) an irrevocable license to aggregate, distribute, publish, or display the Performance Information that RevBoss gathered on your behalf, and make available the Performance Information that RevBoss gathered on your behalf to other RevBoss uses in an aggregated, anonymous fashion meant to provide performance benchmarks.
- The RevBoss “Flows” feature is a Service that automates communications to new and potential customers. If you choose to take advantage of the RevBoss Flows, you also acknowledge and agree that you are fully responsible for the content and transmission of any communications automated through the Flows Program, and you must comply with any and all laws, rules and regulations as they relate to electronic or automated correspondence, including without limitation the U.S. CAN-SPAM Act of 2003 and the The Canadian Anti-Spam Law (CASL) of 2014, as such statute may be amended from time to time, and any similar international or other laws, rules and regulations.
- The RevBoss “Calendars” feature is a Service that integrates with your calendar so that RevBoss can schedule appointments on your calendar according to your availability. If you choose to take advantage of the RevBoss Calendars feature, you acknowledge and agree that you must provide RevBoss OAuth access to your calendar and that you are fully responsible for conducting the meetings that RevBoss schedules. You also acknowledge that RevBoss provides no warranties as to the prospect attendance of nor sales-readiness of the scheduled appointments other than that the prospect meets the target prospect criteria defined in your agreement with RevBoss.
LICENSE
RevBoss grants you a non-exclusive, non-assignable, revocable license (the “License”) to access and use the Services during the term hereof, subject to all of the terms and conditions hereof, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Software products, as described on the Site.
USER CONDUCT
(a) In using the Services, you shall not:
(i) violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements (collectively, “Laws”), including by using any Information in a manner that violates the U.S. CAN-SPAM Act of 2003, as such statute may be amended from time to time;
(ii) Make any Information available to RevBoss if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which you are bound;
(iii) Transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another’s right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;
(iv) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) Violate or attempt to violate the security of any of the Services, including: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;
(vi) Reverse engineer, decompile or disassemble any portion of the Services; or
(vii) “Scrape” information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents available from RevBoss on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Internet Explorer).
(b) You shall: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.
ADDITIONAL RESTRICTIONS
(a) You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Information. Except with the prior written consent of RevBoss, you may not transfer or disclose any Information to anyone else. You may only use the Site for commercial purposes after registering and paying any applicable fees for one or more applicable RevBoss Services. You may not use the Services in a commercial service bureau environment including any provision or export of Information to third parties in any form whatsoever. You may use the Services solely for personal and/or your internal business purposes only, subject to the limitations set forth herein.
(b) You may not modify, copy, distribute, download for storage on a hard drive or any other storage media, display, use, publish, license, create derivative works from, transfer or sell any Information, except that you may store, print and/or email personal or company summaries of Information as needed for commercial use according to your subscription agreement.
SUBMISSIONS
(a) You are solely responsible for the content of any submission you make to the Site. RevBoss reserves the right, but does not assume any obligation, to delete messages or other content that RevBoss, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.
(b) By submitting to RevBoss via e-mail or the Site, any ideas, suggestions, concepts, methods, systems, designs, plans, techniques, business information, inventions, how-to, or product information or material relating to RevBoss’s business, products, or services (collectively, “Ideas”), you: (i) agree such submission is non-confidential for all purposes, (ii) grant RevBoss an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute the Ideas, and (iii) represent and warrant that you own or otherwise control all of the rights to the Ideas and that RevBoss is free to use the Ideas for any purpose. For the avoidance of doubt, “Ideas” does not include any data, information, drawings, files, etc. that you submit to RevBoss for the purposes of receiving customer support. RevBoss may sublicense its rights through multiple tiers of sublicenses.
PROPRIETARY INFORMATION
(a) RevBoss and/or its licensors own the Services, including all software and other technology provided or employed by RevBoss in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between RevBoss and Customer, RevBoss shall retain all right, title and interest in and to the compiled biographical and company data and all other materials accessible by means of the Services, and you shall not acquire ownership in any of the Information by reason of the License. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site.
(b) By furnishing Information, RevBoss does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein. All rights not expressly granted herein under the License are reserved by RevBoss.
PROVISION OF SERVICES
(a) RevBoss may make improvements or changes in the Services at any time without notice.
(b) RevBoss shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties except to the extent provided by law.
(c) RevBoss will use reasonable commercial efforts to protect the integrity of data collected by you and stored with the Site. However, RevBoss shall not be liable for any loss or damage resulting from total or partial loss of your data or from any corruption of your data. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures. RevBoss recommends that you periodically back up your information and web summaries onto media not associated with RevBoss, including printing a hard copy.
(d) RevBoss will use reasonable commercial efforts to provide the Services on a 24/7 basis but it shall not be responsible for any disruption, regardless of length.
TERM; TERMINATION
The term hereof will commence on the start date in your signed agreement and continue in effect for the full duration of the signed agreement.
RevBoss may, in its sole discretion, terminate or suspend your access to all or part of the Services for any or no reason and with no prior notice to you.
You may terminate your RevBoss agreement early by paying one half of the outstanding amount due on your agreement. The early termination payment is due immediately upon termination notice and must be paid in full. RevBoss services will cease on the date of early termination.
Upon termination of this Agreement for any reason, the License will likewise terminate and you shall immediately cease using the Services, including the Information. The provisions relating to Proprietary Information, Representations and Warranties, Indemnification, Disclaimers of Warranty, Limitation of Liability, Privacy, Modifications and Miscellaneous shall survive the expiration or termination of these Terms.
LINKS
REVBOSS MAY PROVIDE LINKS TO THIRD-PARTY WEBSITES. REVBOSS IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED THIRD-PARTY WEBSITES, AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING THEIR CONTENT OR ACCURACY. YOUR USE OF THIRD-PARTY WEBSITES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS FOR SUCH WEBSITES. REVBOSS SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO ANY LIABILITIES THAT YOU MAY INCUR WITH ANY OF THESE THIRD-PARTY WEBSITES OR VENDORS. PLEASE CAREFULLY REVIEW THE TERMS AND CONDITIONS APPLICABLE TO YOUR PURCHASE OF GOODS FROM A THIRD PARTY.
REPRESENTATIONS AND WARRANTIES
You represent, warrant and covenant (a) that no Materials of any kind submitted through your account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least eighteen (18) years old.
The use of the Services, the Software, the Site and the Information is at your own risk.
When using the Services, information will be transmitted over a medium that may be beyond the control and jurisdiction of RevBoss and its suppliers. Accordingly, RevBoss assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services.
INDEMNITY
You agree to defend, indemnify, and hold RevBoss, its officers, directors, employees, agents, licensors, advisors, and suppliers, harmless from and against any claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees resulting from or alleged to result from: (i) your use of and access to the Services; or (ii) your violation of any term of these Terms. This defense and indemnification obligation will survive these Terms and your use of the Services.
DISCLAIMER
The Services, Software, the Site and Information are provided on an “as is” basis. REVBOSS, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, RevBoss, its licensors, and its suppliers make no representations or warranties about the accuracy, reliability, completeness, currentness, or timeliness of the Information, software, text, graphics, links, or communications provided on or through the use of the Services.
LIMITATION OF LIABILITY
IN NO EVENT SHALL REVBOSS, ITS LICENSORS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED IN THE SERVICES BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF REVBOSS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)), RESULTING FROM THE SERVICES; THE USE OR THE INABILITY TO USE THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; ANY INCORRECT, ILLEGIBLE, MISDIRECTED, STOLEN, INVALID OR INACCURATE ENTRY INFORMATION; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT AN ENTRANT TO PARTICIPATE IN THE SERVICES); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SERVICES OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ENTRIES, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, REVBOSS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED DOLLARS.
PRIVACY
Your use of the Services is subject to RevBoss’s Privacy Policy at http://www.revboss.com/privacy-policy, the provisions of which are incorporated herein by this reference. By using the Services, you acknowledge and consent to RevBoss’s Privacy Policy, including RevBoss’s collection, use and disclosure of information.
MODIFICATIONS
RevBoss may modify these Terms at any time by posting changes on the Site; however, (i) such changes will only become effective and binding after RevBoss provides notice on the Site or by email that these Terms have changed, and you first use the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any imposition or change of fee obligations will only apply if and when you expressly agree. If at any time you find these Terms unacceptable and do not agree with them, you thereafter will have no right to use or access the Services.
MISCELLANEOUS
(a) Relationship. No joint venture, partnership, employment or agency relationship exists between you and RevBoss as a result of these Terms and/or your use of the Services.
(b) Authority. The person accepting these Terms on behalf of each party represents and warrants that he or she has been duly authorized by that party to accept the Agreement and thereby bind it to these terms. The parties agree that these Terms shall be effective as of the date accepted by you.
(c) Entire Agreement. These Terms represent the entire binding agreement between you and RevBoss with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding Services. If you use particular Services, you and RevBoss shall be subject to any additional posted terms, guidelines or rules applicable to such Services. A printed version of these Terms and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
(d) Assignment and Waiver. RevBoss may assign these Terms at its discretion. You may not assign, sublicense or transfer these Terms or the License in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
(e) Jurisdiction. These Terms shall be governed by the laws of the United States of America and the State of North Carolina, without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and RevBoss resolved exclusively within the jurisdiction of the state or federal courts located in Wake County, North Carolina.
(f) Equitable Relief. In addition to money damages, RevBoss shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms.
(g) Severability. These Terms are severable and may be construed to the extent of their enforceability in light of the parties’ mutual intent.
(h) Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of these Terms shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys’ fees.
(i) Construction. The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to “including” and variations thereof shall be deemed to mean, “including, but not limited to.”
(j) Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services shall be sent to you at the most recent email address on file with RevBoss. Notices to RevBoss shall be sent by email to notices@revboss.com.
