YOU MUST REVIEW THIS ENTIRE AGREEMENT BEFORE YOU DECIDE WHETHER TO ACCEPT THE TERMS. BY USING THE REVERE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS.
The Terms of Service (“Terms”) contained in this Terms of Service Agreement govern your access to and use of the REVERE website, service, platform, and/or application (collectively “REVERE” or the “Service”), which is owned and supported by VIRID, Inc. By accessing or using the Service you agree to be bound by these Terms, which constitute a legal binding agreement between you (the “Licensee”) and VIRID, Inc. (the “Licensor”).
“You” or “your” mean the owner or authorized user of the REVERE account (or their agent or employee) who is installing, accessing, or using the Service. If you are using the Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.
“Your Customer” means any “End User” who accesses or otherwise uses the REVERE Service through your website, app, or platform.
“We” “us” and “our” means VIRID, Inc. We own the Service and are giving you a limited License, pursuant to the terms contained herein, to use the Service.
SECTION 1: The License, Fees, and Usage.
- Agreement to Terms. By accessing or using the Service, you agree to these Terms, and you may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.
- By accessing, downloading, or using the Service, or making the Service available for accessing, downloading, or using to Your Customers, you represent and warrant that Your Customers are thirteen (13) years of age or older. If you or Your Customers are NOT thirteen (13) years of age or older, you and Your Customers are hereby expressly prohibited from using the Service. If you or Your Customers are under thirteen (13) years of age and nevertheless use the Service, the Licensor retains any and all rights under the Terms, including terminating your use and Your Customer’s use of the Service.
- Termination of Service. The Service may change from time to time as we evolve, refine, or add more features to the Service, often without prior notice to you. We may temporarily or permanently stop providing the Service, or any features within the Service, to you or to users generally, with or without prior notice.
- Content and User License. REVERE is a third-party service provider facilitating customer analytics through data capture. Some areas of the Service collect data, information, text, graphics, and other material and data both from you and from Your Customers (collectively the “Content”). By using the Service, you agree to the collection, use, transmittal, and analyzation of the Content and you warrant that you have either ownership of the Content, or full rights and authorization to the Content, including but not limited to the Content of your customers, clients, and/or users (collectively, “Your Customers”). You retain your rights to the Content, but you hereby grant to us a limited, non-exclusive, worldwide license to the Content to process it, analyze it, store it, copy it, modify it, share it, or broadcast it. We will use reasonable efforts to protect the Content in connection with the Service, but you acknowledge and agree that submission of the Content is at your sole risk. Further, you represent and warrant that you and Your Customers shall not publish or caused to be published false, defamatory, lewd, offensive or libelous Content, which Licensor may determine as such in Licensor’s sole and absolute discretion. By using the Service, you agree, to the maximum extent permitted by law, to indemnify and hold us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless (including reasonable attorney’s fees) with respect to any claims arising out of your breach of the Terms, your use of the Service, and/or your breach of your obligations regarding the Content. This means, among other things, that you cannot sue or recover any damages from us, our directors, officers, employees, affiliates, agents, contractors, and licensors as a result of our decision to remove or refuse to process any information or Content, to warn you, or to suspend or terminate your access to the Service. This waiver and indemnity provision applies to all violations described in or contemplated by the Terms.
- REVERE Engine. We may make available software to access the Service via a client website (“REVERE Engine”). We do not warrant that the REVERE Engine will be compatible with your website.
- License of REVERE. Subject to these Terms, we give you a limited, non-exclusive, non-transferrable, world-wide, revocable license, which is expressly contingent on your agreement to and compliance with the Terms contained herein, and your payment as described herein, to use the Service, including a compiled code copy of the REVERE Engine, on a device lawfully owned or operated by you. You may not (i) modify, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code from the REVERE Engine, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the REVERE Engine to any third party or use the REVERE Engine to provide time sharing or similar services for any third party; (iii) make any copies of the REVERE Engine; (iv) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the REVERE Engine, features that prevent or restrict use or copying of any content accessible through the REVERE Engine, or features that enforce limitations on use of the REVERE Engine; (v) delete the copyright and other proprietary rights notices on the REVERE Engine; (vi) download (other than page caching) of any portion of the Service or any information contained therein; (vii) use the Service other than for its intended purposes, or (viii) engage in any of the prohibited uses identified herein. If you engage in any of these activities, we may terminate your use of Service.
- Licensing Fee. The Licensor has a set licensing fee (in U.S. dollars) in consideration for licensing the Service to you for your use (the “Licensing Fee”), and you hereby agree that the Licensing Fee shall be either (i) a one-time fee paid upon installation, (ii) added to the monthly invoice for your REVERE account, (iii) invoiced to your REVERE account on a usage basis, or (iv) invoiced to your account by way of a third-party carrying out such invoice. In the case of a third-party application, the License Fee is set in the sole discretion of the application provider and we merely collect the License Fee on behalf of the application provider, and may retain a portion of the License Fee in the form of a revenue share. We may change the License Fee at any time. The License Fee will include the price of the Service plus any applicable tax, which is based on the bill-to address and the tax rate in effect at the time you initiate use of the Service. We will charge tax only in jurisdictions where digital goods are taxable. If the Service becomes unavailable following a transaction but prior to installation, your sole remedy is a refund, which may be initiated through us or an appropriate third-party. If technical problems prevent or unreasonably delay delivery of the Service, your exclusive and sole remedy is either replacement or refund of the price, as determined by us. You agree that you will pay all the applicable fees for all products you purchase and that we may charge your credit card or other form of payment that you indicate for any products purchased and for any additional amounts determined by us (including any taxes and late fees, as applicable). You agree that you are solely responsible for the timely payment of all fees and for providing us or the appropriate third-party with a valid payment method for payment of all fees. If you fail to comply with any of the provision of the Terms, and we terminate your use of Service, you will remain liable for all amounts due herein up to and including the date of termination.
- Product Updates. You agree that we may from time to time issue upgraded versions of the REVERE Engine, and may automatically electronically upgrade the version of the REVERE Engine that you are using on your website. You agree to the automatic upgrading on your website, and agree that the terms and conditions of these Terms will apply to any upgrades. You also agree that Licensor may at any time, without notice, and for any reason whatsoever, terminate support for prior versions of the REVERE Engine. Any third-party code that may be incorporated in the REVERE Engine is covered by the applicable open source or third-party license end user license agreement (“EULA”), if any, authorizing use of such code. This license is not a sale of the REVERE Engine or any copy thereof, and we, our third-party partners, and/or suppliers retain all right, title, and interest in the REVERE Engine (and any copy thereof). We reserve all rights not expressly granted under these Terms.
- Origination. The Service originates in the United States, and is subject to United States export laws and regulations. The REVERE Engine may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the REVERE Engine may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the REVERE Engine and the Service.
- Electronic Mail. You agree that we may from time to time distribute electronic mail on your behalf to your customers, clients, or users. You also acknowledge and agree that we shall not be liable or responsible for failed delivery of such electronic mail.
- Third Party Applications. We act as an agent to perform tasks on behalf of and under the instructions of you and Your Customers. We are not a party to any license between you and any other application provider with respect to that third-party application. The application provider for each third-party application is solely responsible for that third-party application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that third-party application.
SECTION 2: Prohibited Uses.
- REVERE is trusted by its users, and we trust you to use our Service responsibly. You agree not to use the Service for any “Prohibited Use,” and you agree to cause Your Customers from using the Service for any “Prohibited Use,” which is defined as using the Service for any purpose and in any way not expressly described and authorized in this Agreement. By way of example, you must not, and must not attempt to do, and you must cause Your Customers to not do and not attempt to do, the following things, which is a non-exhaustive list of examples that would constitute a Prohibited Use:
- use the Service for any unlawful purposes or for promotion of illegal activities;
- post any Content on the Service in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation;
- impersonate others through the Service or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
- send unsolicited communications, promotions or advertisements, or spam;
- publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy;
- access, tamper with, or use non-public areas of the Service, REVERE’s computer systems, or the technical delivery systems of REVERE’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search the Service by any means other than our publicly supported interfaces (for example, “scraping”);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive, or false source-identifying information;
- interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
International users agree to comply with all local laws regarding online conduct and acceptable content. We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Service. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.
- By accessing or using the Service, you agree to require all End Users, including Your Customers, to agree, in writing, to comply with the Terms of this Agreement, including but not limited to the indemnification, waiver, prohibited uses, and privacy provisions, before any End User access, enters, inputs information into, or other uses the Services.
SECTION 3: Content.
- All content in or on the Service, no matter where it originates, is your sole responsibility. We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. We may or may not monitor or control the Content posted via the Service, and we take no responsibility for such Content. You agree to indemnify us (including reasonable attorney’s fees) for any content posted, transmitted, or collected in or on the Service in any way related to your use, access to, and implementation of the Service. Under no circumstances will we be liable in any way for any Content, or any loss or damage of any kind incurred as a result of the use of any Content in, on, through, or because of the Service.
- For purposes of complying with the data protection principles and frequently asked questions promulgated by the United States Department of Commerce and the European Commission, if we receive personal information, including from Your Customers, we do not use such personal information for any purpose except as requested and authorized by our clients. If we receive personal information about an individual that is inaccurate, the individual may contact us using the contact information below.
- You agree that you are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties. You understand that if you do not have the right to submit Content to the Service, doing so may subject you to liability. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit including all necessary rights to upload your Content for use in accordance with these terms and conditions.
- You agree that we may use any Content in which is posted to, through, or on the Service, according to the Terms of this Agreement. You agree to obtain consent and legally-binding agreement from all End Users of the Service, including Your Customers, prior to the End Users’ access to or use of the Service. You also agree to indemnify and hold us harmless (including reasonable attorney’s fees) from and against any claims, of any kind, related to or stemming from the unlawful use of the Content or any use of the Content contrary to the Terms expressed herein.
- Unless expressly permitted otherwise, you shall not post, store, transmit, or allow any End User to post, store, or transmit, using or involving the Service, any Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate rights of any kind, including without limitation any intellectual property rights or rights of privacy.
SECTION 4: REVERE Property, Copyrights and Feedback.
- All right, title, and interest in and to the Service (excluding Content provided by users), including without limitation, all intellectual property rights relating to the Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation, are and will remain the exclusive property of us and our licensors. You do not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Terms. Any rights not expressly granted in the Terms are deemed withheld.
- The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the REVERE name or any of the REVERE trademarks, logos, domain names, and other distinctive brand features. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the Terms and any third-party license agreement, as applicable. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in the Terms. Any feedback, comments, or suggestions you may provide regarding REVERE, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
SECTION 5: Account Information.
- You must provide us accurate information when you create your REVERE account. Your REVERE account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations.
- If you connect to REVERE with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service. You may never use another user’s account without permission.
- You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with REVERE or a third-party service. We encourage you to use “strong” passwords that use a combination of upper- and lowercase letters, numbers, and symbols with your account. You agree not to disclose your password to any third party. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
- You represent and warrant that use of the Service does not violate any privacy policies relating to the products previously used or currently in use on your computer or electronic device or on the computer or electronic device of Your Customers.
SECTION 6. Limitation of Liability and Indemnification.
- You acknowledge and agree that we will not be liable to you for any indirect, special, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to damages for lost profits, lost revenue, loss of goodwill, or procurement of substitute services, however caused and regardless of the type of claim or the nature of the cause of action, even if we have been advised of the possibility of damage or loss.
- You acknowledge and agree to indemnify, defend, and hold us, our subsidiaries and affiliates, and officers, directors, agents, employees, information providers, licensors, licensees, consultants, contractors, and other applicable third parties and their subsidiaries and affiliates (“Our Indemnities”) from and against, directly or indirectly, liability, loss, and expenses (including damage awards, settlement amounts, and reasonable attorney’s fees) brought against any of Our Indemnities by any party, including but not limited to any of your End Users, arising out of or related (directly or indirectly) to (i) your use of the Services, (ii) your provision of the Services for any other party to use, (iii) REVERE’s brand features, and/or (iv) any breach of or non-compliance with the Terms or policies contained herein.
SECTION 7. Termination.
- We may terminate, limit, or suspend the Terms or use of the Service at any time for any reason and without liability to us, including without limitation: (i) inactivity, (ii) violation of the Terms or the policies, or (iii) if the use of the Service, in our reasonable discretion, creates a risk of financial harm or loss of goodwill to us.
- You may terminate the Terms or the use of the Service upon providing prior Written Notice to us.
- Upon the termination of the Terms or other cessation of the Service, we may disable access to the Service.
SECTION 8. General.
- Notice to Us. Except as otherwise specified in the Terms, all notices given under the Terms by you to us will be in English and in writing to us at PO Box 1083, Ashburn, Virginia 20146-1083 with a copy to Simms Showers, LLP, 305 Harrison Street, SE, Third Floor, Leesburg, Virginia 20175. Notice to us will be deemed given upon receipt when delivered personally, upon written verification of receipt from overnight courier, or upon verification of receipt of registered or certified mail.
- Notice to You. We may communicate with you by means of electronic communications, including (i) sending electronic mail to the email address you provided and (ii) posting of notices or communications within the Service or on a Google website which may pertain to the following categories: the Terms (and revisions or amendments), notices or disclosure regarding the service, and any other matter relating to your use or Your Customers use of the Service.
- Governing Law. The laws of the Commonwealth of Virginia, excluding Virginia’s choice of law rules, and applicable federal United States laws will govern the Terms. The exclusive venue for any dispute related to the Terms will be the State or Federal courts located in Fairfax County, Virginia and each party consents to personal jurisdiction in these courts. The parties specifically exclude from application to the Terms the United Nations Convention on Contracts for International Sale of Goods and the Uniform Computer Information Transactions Act.
- Entire Agreement; Modification. The Terms constitute the entire agreement between the parties with respect to the subject matter contained herein and supersede any other prior or collateral agreements, whether oral or written. The Terms will be binding on and inure to the benefit of each of the parties and their permitted successors and assigns. We have the right, at its sole and absolute discretion, to change, modify, or amend any portion of the Terms at any time by posting notification on a Google website or otherwise communicating the notification to you. The changes will become effective, and will be deemed accepted by you, after the initial posting by us or the sending by us of notification to you and will apply on a going-forward basis. In the event you do not agree with the modification, you must terminate your use of the Service, which will be your sole and exclusive remedy.
- Assignment. You may not assign (including by way of merger, sale or stock, or sale of assets) the Terms or any rights or obligations under the Terms without the prior written consent to us. Any attempt by you to make an assignment or transfer in violation of this paragraph will be void and without effect. We may assign the Terms or any rights or obligations under the Terms.
- Force Majeure. Neither party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, Acts of God, labor conditions, power failures, or Internet disturbances.
- Other Provisions. Our failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of the right or provision. Headings are for reference purposes only and will not be used for interpretation of the Terms. The parties are and will remain independent contractors and nothing in the Terms will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. If any provision of the Terms is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and remain enforceable between the parties. The Terms are not intended and will not be construed to create any rights or remedies in any parties other than us and you, and no other person may assert any rights as a third party beneficiary; provided Our Indemnities will be a third party beneficiary.
SECTION 9: NO WARRANTY.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE AND OUR LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.