Last updated: August 12, 2024

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Terms of Service

TERMS AND CONDITIONS

  1. Definitions.

    1. “Agreement” means the Master Agreement together with any applicable Order Forms entered into between RevenueKit and Customer.

    2. “Applicable Laws” means all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in any territory that has jurisdiction over the Parties, whether those laws, etc., are in effect as of the Effective Date or later come into effect during the term of this Agreement. 

    3. “Authorized User” means each employee or agent of Customer (i) authorized by Customer to access and/or use the RevenueKit Services for Customer’s internal business purposes in accordance with this Agreement; (ii) to whom a password-protected account for use of the RevenueKit Services has been created by or on behalf of Customer; and (iii) who, if required by RevenueKit, has agreed to the applicable terms and conditions made available by RevenueKit to such employee or agent for use of the RevenueKit Services (the “User Terms of Use”).

    4.  “Content” means information obtained by RevenueKit from publicly available sources or its third party content providers and made available to Customer through the RevenueKit Services.

    5. “Customer Data” means all information and data input by Authorized Users or, if applicable, by RevenueKit personnel on behalf of an Authorized User, into the RevenueKit Services, excluding Content and Non-RevenueKit Applications.

    6. “Documentation” means any standard user guide, manual or other explanatory materials regarding the RevenueKit Services as provided or otherwise made electronically available by RevenueKit to Customer, including as modified or updated by RevenueKit from time to time.  

    7. “Fees” means the Subscription Fees and any other fees and expenses payable by Customer as set forth in this Master Agreement or the applicable Order Form.

    8. “RevenueKit Data” means any data, information and insights generated from, derived from, appended, extrapolated from, modified, altered, transformed, compiled or otherwise adapted or enhanced from any data, including Customer Data, by RevenueKit in accordance with this Agreement.

    9. “Intellectual Property Rights” means all intellectual property rights, including copyrights, patents, trademarks, trade secrets, know-how, databases, designs, software, processes, algorithms, user interfaces, techniques, other tangible or intangible technical material and any other proprietary information.

    10. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

    11. “Non-RevenueKit Application” means a software application that is provided by Customer, or a third party that interoperates with the Service.

    12. “Order Form” means an ordering document that is entered into between Customer and RevenueKit regarding the RevenueKit Services, including any schedules and supplements thereto, a form of which is attached hereto as Exhibit A.

    13. “Professional Service(s)” means, collectively, the consulting, development, customization and other professional services which Customer orders from RevenueKit under an applicable Order Form, including any deliverables described in the Order Form. 

    14.  “Service(s)” means, collectively, the RevenueKit Services and the Professional Services.

    15. “RevenueKit Service(s)” means, collectively, the RevenueKit platform and any other software-as-a-service products ordered by Customer under an Order Form, all as made available to Customer under this Agreement and as may be updated by RevenueKit from time to time. “RevenueKit Services” exclude Content and Non-RevenueKit Applications.

    16. “Subscription Fees” mean the annual fees payable by Customer in consideration for its right to use and access the RevenueKit Services in accordance with this Master Agreement and as described in the Order Form.

    17. “Subscription Period” means the term of Customer’s subscription to the RevenueKit Services as identified in the Order Form.

  2. Scope.  

    1. License to the RevenueKit Services.  Subject to Customer’s compliance with the terms of the Agreement, RevenueKit hereby grants to Customer during the term of the applicable Subscription Period a non-exclusive, limited, non-transferable right to access and use the RevenueKit Services via RevenueKit’s internet-hosted web site, solely (i) for use by Authorized Users and no other users, in accordance with the User Terms of Use (if applicable), (ii) in support of Customer’s internal business purposes, and (iii) in strict accordance with the Agreement.  Subject to Customer’s compliance with the terms of the Agreement, RevenueKit hereby grants to Customer a non-exclusive, limited, non-transferable right to use and copy the Documentation, solely for the purpose of using the RevenueKit Services pursuant to this Section 2.1. 

    2. Provision of RevenueKit Services. RevenueKit shall use commercially reasonable efforts to make the RevenueKit Services available with a 99% uptime, subject to (i) planned downtime (of which RevenueKit shall give advance electronic notice), (ii) emergency maintenance, and (iii) the occurrence of force majeure events, as described in Section 10.2. RevenueKit may utilize the services of any subcontractor as it deems appropriate to perform its obligations under the Agreement; provided, however, that RevenueKit shall require its subcontractors to comply with all applicable terms and conditions of the Agreement. If RevenueKit cannot fulfill its 99% uptime guarantee, RevenueKit may in its discretion choose to provide a prorated discount to Customer for the period of time in which they were affected.

    3. Support.  RevenueKit shall provide Customer with technical support for the RevenueKit Services in accordance with Exhibit B. 

    4. Usage Limits. The RevenueKit Services and Content are subject to usage limits specified in the applicable Order Forms. If Customer exceeds a contractual usage limit, RevenueKit will automatically upgrade Customer to the next available tier that allows that level of usage.

    5. Restrictions.  Customer shall not use, or allow others to use, the Services in any manner other than as expressly allowed in this Master Agreement, the Documentation and the applicable Order Form.  Customer may not (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to discover or create the source code of the RevenueKit Services or their structural framework, (ii) make any Service or Content available to anyone other than its Authorized Users, or use any Service or Content for the benefit of anyone other than Customer, (iii) sublicense, subcontract, translate, distribute, make available, rent, lease or sell any rights to the Services or Content, or include any Service or Content in a service bureau or outsourcing offering, (iv) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the RevenueKit Services, (v) harvest or collect information about or from other users of the RevenueKit Services, (vi) probe, scan or test the vulnerability of the RevenueKit Services, nor breach the security or authentication measures on the RevenueKit Services or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the RevenueKit Services, (vii) modify or create derivative works of the RevenueKit Services, (viii) use a Service or Non-RevenueKit Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (ix) attempt to gain unauthorized access to the RevenueKit Services or their related systems or networks, (x) use a Service or Non-RevenueKit Application to store or transmit Malicious Code, (xi) use the Services in whole or in part for benchmarking purposes, or for any illegal purpose, or any other purpose except as expressly provided under the Agreement, (xii) facilitate or encourage any violations of this Section 2.3, (xiii) interfere with or disrupt the integrity or performance of the RevenueKit Services, (xiv) create Internet “links” to the RevenueKit Services or “frame” or “mirror” any content therein, or (xv) use, or permit the use of, the Services in connection with the development of any product or service that is in competition with services or features provided by the Services.  

    6. Customer Responsibilities. Customer will (i) be responsible for its Authorized Users’ compliance with this Master Agreement, the Documentation and Order Forms, (ii) be responsible for the interoperation of any Non-RevenueKit Applications that Customer uses with the RevenueKit Services or Content, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of RevenueKit Services and Content, and notify RevenueKit promptly of any such unauthorized access or use, (iv) use RevenueKit Services and Content only in accordance with this Master Agreement, the Documentation, and Order Forms, and (v) comply with terms of service of any Non-RevenueKit Applications with which Customer uses RevenueKit Services or Content. Any use of the Services in breach of the foregoing by Customer or its Authorized Users that in RevenueKit’s judgment threatens the security, integrity or availability of RevenueKit’s services may result in RevenueKit’s immediate suspension of the Services, however RevenueKit will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

    7. Violations of Law. If Customer receives notice that Content or a Non-RevenueKit Application must be removed, modified and/or disabled to avoid violating Applicable Law or third-party rights, Customer will promptly do so.  If requested by RevenueKit, Customer shall confirm such deletion and discontinuance of use in writing and RevenueKit shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.  Notwithstanding the foregoing, RevenueKit may immediately suspend provision of the Services at any time, without notice to Customer and without liability, if RevenueKit suspects or receives notice that the Services or the use thereof actually or allegedly infringes or violates any third party’s rights or violates any Applicable Laws.  RevenueKit may immediately suspend Customer’s and its Authorized Users’ access to and use of the Services in order to comply with Applicable Laws, or upon having reason to believe that any improper activity or potential damage to RevenueKit products or services or other customers is associated with Customer’s or its Authorized Users’ use of or access to the Services.

    8. Security. Customer shall, and shall cause its Authorized Users to, ensure the security of all account IDs and passwords associated with Customer’s and its Authorized Users’ access to and use of the RevenueKit Services, which may not be shared with any other individual.  If any account ID or password is stolen or otherwise compromised, Customer shall immediately change the password and inform RevenueKit of the compromise.  RevenueKit may change the authorization method for access to the RevenueKit Services if it determines in its sole discretion that there are circumstances justifying such changes.  RevenueKit is not responsible for loss of any data in transmission or improper transmission by Customer or its Authorized Users and Customer is solely responsible for maintaining an appropriate backup of Customer Data.  RevenueKit will adhere to industry standard security processes in hosting the RevenueKit Services and will promptly respond to any security breaches of the RevenueKit Services of which it becomes aware. 

    9. Payment.  Customer shall pay RevenueKit the Fees as described in the applicable Order Form.  Unless stated otherwise in the applicable Order Form, all invoiced amounts will be due and payable to RevenueKit within five (5) days after Customer’s receipt of an invoice.  All billing and payment will be in United States dollars only.  If Customer fails to make payments when due, RevenueKit may, upon notice to Customer, suspend Customer’s access and use of the Services until such payments are made. RevenueKit may impose a reconnection fee if Customer is suspended pursuant to this Section and thereafter requests access to the Services. Customer agrees and acknowledges that RevenueKit has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Customer’s account is delinquent for thirty (30) days or longer.

    10.   Taxes.  All fees and payments hereunder are nonrefundable and exclusive of all taxes, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (except taxes on the income of RevenueKit), and Customer agrees to pay such taxes, whether federal, state, local, or municipal.  



  1. Term and Termination.  

    1. Term.  The term of this Agreement will commence on the Effective Date and continue until the date when all Order Forms hereunder have expired or been terminated in accordance with this Section 3.  The term of each Order Form shall be specified as the Subscription Period in the applicable Order Form.  

    2. Termination for Cause.  A Party may terminate this Master Agreement or the applicable Order Form for cause (i) upon [thirty (30) days’] written notice to the other Party if the other Party materially breaches this Master Agreement or the applicable Order Form, and such breach has not been cured by the end of such thirty (30) day period, or (ii) immediately upon written notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors.  For the avoidance of doubt, failure to make payment in accordance with Section 2.9 shall be considered a material breach of the Agreement.

    3. Termination for Convenience.  Either Party may terminate this Master Agreement or any Order Form for convenience upon the first sixty (60) days of the Effective Date with written notice to the other Party. After the first sixty (60) days Customer is liable for the full amount for the full term of this Agreement unless Customer is Terminating for Cause in accordance with Section 3.2.

    4. Effect of Termination.  Upon any termination of the Agreement, (i) Customer’s and its Authorized Users’ right to access or use the Customer Data and the RevenueKit Services shall immediately cease and except as otherwise provided herein, RevenueKit will have no obligation to maintain, deliver or provide access to any Customer Data, (ii) all Order Forms shall immediately terminate, and (iii) Customer shall pay any balance due to RevenueKit pursuant to Section 2.9. If Customer’s balances aren’t paid in full RevenueKit may retain ownership of Customer Data as a form of payment.

    5. Survival.  Customer’s payment obligations will survive expiration or termination of the Agreement. 

  2. Ownership and Licenses.  

    1. Reservation of RevenueKit’s Rights.  All rights not expressly granted to Customer herein are expressly reserved by RevenueKit.  As between the Parties, the RevenueKit Services are and will remain the exclusive property of RevenueKit, and RevenueKit will retain ownership of all Intellectual Property Rights relating to or residing in the RevenueKit Services and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Customer will have no right, title, or interest in or to the same except as expressly granted in Section 2.1.  Nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of RevenueKit’s or its licensors’ existing or future rights in or to the RevenueKit Services except as expressly granted in Section 2.1.  RevenueKit trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by RevenueKit and shall inure solely to the benefit of RevenueKit; Customer shall not use any of the foregoing for any purpose without the prior written consent of RevenueKit in each instance. 

    2. Customer Data.  As between the Parties, Customer has and shall retain sole and exclusive title and ownership of all Customer Data. Customer grants to RevenueKit a limited and non-exclusive license to use, copy, modify, distribute and display any Customer Data and any Non-RevenueKit Applications provided by Customer, in each case, for purposes of providing the Services to Customer in accordance with this Agreement and as otherwise expressly authorized by this Agreement. If Customer chooses to use a Non-RevenueKit Application with a Service, Customer grants RevenueKit permission to allow the Non-RevenueKit Application and its provider to access Customer Data and information about Customer’s usage of the Non-RevenueKit Application as appropriate for the interoperation of that Non-RevenueKit Application with the Service. Customer acknowledges that it is solely responsible for the integrity, completeness, accuracy, and validity of Customer Data, and RevenueKit shall not be responsible for any loss, damage or liability arising out of the Customer Data, including any mistakes contained in the Customer Data, the use or transmission of the Customer Data, or any results obtained from the Customer Data.  

    3. RevenueKit Data.  RevenueKit has and shall retain sole and exclusive title and ownership of all RevenueKit Data, and has the right to use such RevenueKit Data for any lawful purpose.

    4. Performance Data.  In addition, Customer acknowledges and agrees that RevenueKit may monitor and gather data and information related to Customer’s use of the RevenueKit Services, including, for example, data regarding memory usage, connection speed and efficiency.  Customer acknowledges and agrees that such data and information is considered RevenueKit Data and is not considered Confidential Information of Customer.

    5. License by Customer to Use Feedback. Customer grants to RevenueKit a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its Authorized Users relating to the operation of RevenueKit’s services. 

  3. Specifications and Requirements.  

    1. Requirements for the Services.  As between the Parties, Customer is responsible for obtaining and maintaining all computer hardware, software, communications and office equipment needed to access and use the Services, and for paying all associated third-party access charges.   

    2. Changes to the RevenueKit Services.  RevenueKit may make upgrades and improvements to the RevenueKit Services available to Customer from time to time.  RevenueKit may modify or delete any features of the RevenueKit Services.  RevenueKit may, at any time, modify the RevenueKit Services, or substitute old features with new features that have similar or improved functionality, as may be necessary to meet Applicable Laws or industry-standard requirements or demands or requirements of third party service providers.

    3. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by RevenueKit regarding future functionality or features.

    4. Professional Services. To the extent any Professional Services are to be performed by RevenueKit, such professional services will be defined in and performed pursuant to the applicable Order Form.  RevenueKit will perform such Professional Services in a reasonable and workmanlike manner.

  4. Confidentiality.  

    1. Confidential Information.  Each Party acknowledges and understands that, except as set forth in Section 6.2, any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans, product development or customer information, which is disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or is otherwise obtained by the Receiving Party, its affiliates, employees, representatives or other agents that is designated as confidential or which should be reasonably understood as confidential under the circumstances, during the term of this Agreement (or during any negotiation or evaluation of RevenueKit’s services in connection with this Agreement) (the “Confidential Information”) is confidential.  As between the Parties, each Party retains all ownership rights in and to its Confidential Information.  Without limiting the foregoing, the RevenueKit Services and all related technology, and the Documentation, is RevenueKit’s Confidential Information. 

    2. Exceptions.  Confidential Information does not include any information that is (i) already known to the Receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the Receiving Party; or (iii) subsequently disclosed to the Receiving Party on a non-confidential basis by a third party not having a confidential relationship with the Disclosing Party and which third party rightfully acquired such information.  

    3. Obligations. The Receiving Party shall maintain as confidential and shall not disclose (except to those employees, subcontractors, attorneys, accountants and other advisors, or agents of the Receiving Party who need to know such information for purposes of this Agreement and who have in turn been advised of the confidentiality obligation hereunder), copy, or use for purposes other than in connection with use or provision of the Services as authorized hereunder, the Disclosing Party’s Confidential Information. Each Party agrees to protect the other Party’s Confidential Information with the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).  Neither Party shall disclose the terms of this Master Agreement or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other Party’s prior written consent. The Receiving Party shall be liable under this Agreement to the Disclosing Party for any use or disclosure of the Disclosing Party’s Confidential Information in violation of this Agreement by the Receiving Party’s  employees, subcontractors, attorneys, accountants or other advisors, or agents.

    4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

  5. Limited Warranties.  

    1. Mutual Warranties.  Each Party warrants to the other Party that (i) such Party has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement; and (ii) this Agreement does not conflict with any other agreement entered into by such Party. 

    2. Customer Warranties.  Customer represents, warrants and covenants that it (i) will comply with all Applicable Laws with respect to its and its Authorized Users’ access to and use of the Services; (ii) has received all third-party consents and certifications necessary for (a) the transmission of Customer Data into the RevenueKit Services, and (b) RevenueKit to use the Customer Data as permitted herein; and (iii) will not transmit any information related to an identified or identifiable natural person, that is protected by any Applicable Law related to the processing of personal data.  RevenueKit is not responsible for ensuring that the Services or any portion thereof is in compliance with Customer’s criteria for legal compliance.  

    3. RevenueKit Warranties. RevenueKit warrants to Customer that, when used in accordance with the Documentation, the RevenueKit Services will perform materially in compliance with the Documentation during the Subscription Term (“Services Warranty”).  RevenueKit’s sole obligation under the Services Warranty, and Customer’s sole and exclusive remedy for any breach of the Services Warranty, shall be for RevenueKit to perform its technical support obligations as set forth in Section 2.3.  

    4. Disclaimers.  EXCEPT FOR THE SERVICES WARRANTY PROVIDED IN SECTION 7.3, RevenueKit EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, RevenueKit PLATFORM ANY OTHER APPLICABLE PLATFORM THROUGH WHICH THE SERVICES ARE PROVIDED, AND ANY INFORMATION, MATERIALS AND OTHER SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF OR DAMAGE TO CUSTOMER DATA, LOSS OF BUSINESS OR LOST PROFITS.  WITHOUT LIMITING THE FOREGOING, RevenueKit DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT.  THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND RevenueKit IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.  

    5. Third Party Data and Non-RevenueKit Applications.  The RevenueKit Services may allow access to Non-RevenueKit Applications, Content, data, information, materials or services disseminated by  third-party sources. Customer acknowledges that RevenueKit and its suppliers and licensors do not warrant or support, and disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of, such Non-RevenueKit Applications, Content, data, information, materials or services.  Customer is responsible for obtaining the licenses required for Customer to access and use any such Non-RevenueKit Applications, Content, data, information, materials or services; and any acquisition by Customer of such products or services, and any exchange of data between Customer and any third-party provider, product or service, is solely between Customer and the applicable third-party provider. CUSTOMER USES SUCH NON-RevenueKit APPLICATIONS, CONTENT, THIRD-PARTY DATA, INFORMATION, MATERIALS AND SERVICES AT ITS OWN RISK.

    6. Integration with Non-RevenueKit Applications. The RevenueKit Services may contain features designed to interoperate with Non-RevenueKit Applications. RevenueKit cannot guarantee the continued availability of such RevenueKit Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-RevenueKit Application ceases to make the Non-RevenueKit Application available for interoperation with the corresponding RevenueKit Service features in a manner acceptable to RevenueKit. 

  6. Indemnification.  

    1. By RevenueKit.  RevenueKit will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the RevenueKit Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by RevenueKit in writing of, a Claim Against Customer, provided Customer (i) promptly gives RevenueKit written notice of the Claim Against Customer, but failure to provide such notice shall not relieve RevenueKit of its indemnity obligations hereunder unless it is materially prejudiced thereby, (ii) gives RevenueKit sole control of the defense and settlement of the Claim Against Customer (except that RevenueKit may not settle any Claim Against Customer without Customer’s approval unless it unconditionally releases Customer of all liability), (iii) shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim, and (iv) gives RevenueKit all reasonable assistance, at RevenueKit’s expense. If RevenueKit receives information about an infringement or misappropriation claim related to the RevenueKit Services, RevenueKit may in its discretion and at no cost to Customer (a) modify the RevenueKit Services so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Customer’s continued use of the RevenueKit Services in accordance with this Agreement, or (c) terminate Customer’s subscriptions for the applicable RevenueKit Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the RevenueKit Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the RevenueKit Services or any part thereof with software, hardware, data, or processes not provided by RevenueKit, if the RevenueKit Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from RevenueKit Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-RevenueKit Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms. This Section states the RevenueKit’s sole liability to Customer, and the Customer’s exclusive remedy against RevenueKit, for any third party claim described in this Section.

    2. By Customer.  Customer will defend RevenueKit and its affiliates against any claim, demand, suit or proceeding made or brought against RevenueKit by a third party alleging (i) that any Customer Data or Customer’s use of Customer Data with the RevenueKit Services, (ii) a Non-RevenueKit Application provided by Customer, or (iii) the combination of a Non-RevenueKit Application provided by Customer and used with the RevenueKit Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the RevenueKit Services or Content in an unlawful manner or in violation of the Master Agreement, the Documentation, or Order Form (each a “Claim Against RevenueKit”), and will indemnify RevenueKit from any damages, attorney fees and costs finally awarded against RevenueKit as a result of, or for any amounts paid by RevenueKit under a settlement approved by Customer in writing of, a Claim Against RevenueKit, provided RevenueKit (a) promptly gives Customer written notice of the Claim Against RevenueKit, but failure to provide such notice shall not relieve Customer of its indemnity obligations hereunder unless it is materially prejudiced thereby, (b) gives Customer sole control of the defense and settlement of the Claim Against RevenueKit (except that Customer may not settle any Claim Against RevenueKit without RevenueKit’s approval unless it unconditionally releases RevenueKit of all liability), (c) shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim, and (d) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against RevenueKit arises from RevenueKit’s breach of this Master Agreement, the Documentation or applicable Order Forms. This Section states the Customer’s sole liability to RevenueKit, and the RevenueKit’s exclusive remedy against Customer, for any third party claim described in this Section.

  7. Limitations of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES AND/OR ANY OTHER SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  RevenueKit’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER TO RevenueKit DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY.  NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT (I) CUSTOMER’S LIABILITY ARISING FROM CUSTOMER’S INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF RevenueKit OR CUSTOMER’S BREACH OF THE LICENSE TO THE SERVICES SET FORTH IN SECTION 2.1 OR (II) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

  8. General.

    1. Assignment. Neither Party may assign this Agreement without prior written consent of the other, except in the event of a merger, consolidation or sale of all or substantially all of such Party’s assets to which this Agreement relates.  Any attempt to assign this Agreement not in accordance with this Section 10.1 shall be null and void.

    2. Force Majeure.  Except with respect to the obligation of payment, neither Party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, disease or pandemic, act of terror, strike or other labor problem (other than one involving RevenueKit’s employees), Internet service provider failure or delay, a Non-RevenueKit Application, or denial of service attack.  The Parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a substantial delay in the performance of this Agreement.

    3. Limitation of Actions.  No action, regardless of form, arising out of this Agreement may be brought by Customer more than one year after the cause of action has been or reasonably should have been discovered.

    4. Governing LawThis Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the State of California, excluding its conflict of laws provisions. 

    5. Arbitration.  The Parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Agreement, the termination or validity hereof, any alleged breach of this Agreement or the engagement contemplated hereby (any of the foregoing, a “Claim”) shall be submitted to Judicial Arbitration and Mediation Services (“JAMS”), or its successor for final and binding arbitration in front of a panel of three arbitrators with JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (with each of RevenueKit and Customer choosing one arbitrator, and the chosen arbitrators choosing the third arbitrator).  The arbitrators shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing Party, against the Party who did not prevail.  The award in the arbitration shall be final and binding.  The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1–16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.  Customer and RevenueKit agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State and County of Los Angeles, California in connection with any action brought to enforce an award in arbitration.    

    6. Independent Contractors. Customer and RevenueKit are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the Parties.  Except as otherwise specifically provided in this Agreement, neither Party will have or represent that such Party has the right, power or authority to bind, contract or commit the other Party or to create any obligation on behalf of the other Party.

    7. Notices.  All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid) or by email.  Notices to RevenueKit should be sent to the attention of its Chief Executive Officer. Each Party may change its address for receipt of notices by giving notice of the new address to the other Party.

    8. Publicity.  Customer hereby grants to RevenueKit the right to use Customer’s name and logo on the RevenueKit website and in RevenueKit’s collateral marketing materials relating to the RevenueKit Services. Customer agrees to allow RevenueKit to use Customer’s name and logo (in such form as provided by Customer to RevenueKit for such purpose) solely as a reference, current customer or user of the RevenueKit Services in RevenueKit marketing materials.  

    9. Severability.  If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the Parties to the fullest extent possible.

    10. Waivers.  The failure of either Party to enforce any provision of this Agreement, unless waived in writing by such Party, will not constitute a waiver of that Party’s right to enforce that provision or any other provision of this Agreement.

    11. LIMITED REMEDIES.  WITHOUT LIMITING ANYTHING IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES (I) ARE A FUNDAMENTAL PART OF THE BASIS OF RevenueKit’s BARGAIN HEREUNDER, AND RevenueKit WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS, DISCLAIMERS AND EXCLUSIONS, AND (II) ARE INTENDED BY THE PARTIES TO BE ENFORCEABLE TO THE MAXIMUM ALLOWED BY APPLICABLE LAW, SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE LAW.

    12. Equitable Remedies.  Each Party acknowledges that a breach of its obligations under this Agreement could cause irreparable harm to the other Party and that monetary damages may be difficult to ascertain.  Therefore, without prejudice to the rights and remedies otherwise available to it, and notwithstanding anything to the contrary set forth herein, each Party shall be entitled to seek relief by way of injunction or specific performance in any court of competent jurisdiction without the need of posting a bond or other security. 

    13. No Third-Party Beneficiaries.  This Agreement is made and entered into for the sole protection and benefit of the Parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.

    14. Remedies Cumulative.  Unless explicitly stated otherwise, the enumeration herein of specific remedies shall not be exclusive of any other remedies.  Any delay or failure by any Party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy, or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.

    15. Entire Agreement.  This Agreement supersedes all prior discussions, understandings and agreements with respect to its subject matter.  Any terms on a purchase order, payment document, or other document submitted by Customer shall be void and have no force or effect.

    16. Non-Solicit.  During the term of this Agreement and for a period of twelve (12) months thereafter, Customer shall not directly or indirectly solicit for employment or engagement, or hire, any employee or contractor of RevenueKit, or encourage any employee or contractor RevenueKit to leave his/her employment or engagement with RevenueKit.  Nothing in this Section 10.16 shall prohibit Customer from soliciting or hiring any person who responds to a general advertisement or solicitation not specifically directed at employees or contractors of RevenueKit.

    17.  Export Compliance. The Services, Content, other RevenueKit technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. RevenueKit and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use the Services or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

    18.  Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement.  Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

    19. Order of Precedence.  In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Master Agreement, and (3) the Documentation.

    20. Interpretation.  Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Changes to this Terms of Service

We may update Our Terms of Service from time to time. We will notify You of any changes by posting the new Terms of Service on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this Terms of Service.

You are advised to review this Terms of Service periodically for any changes. Changes to this Terms of Service are effective when they are posted on this page.

Contact Us

If you have any questions about this Terms of Service, You can contact us:

  • By email: legal@revenuekit.com