RevHERO Terms of Services

Current as of January 18, 2023

The RevHERO Services are offered to Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the RevHERO Services. When the RevHERO Services are used by a Client, these Terms form a legally binding contract between Client and RevHERO. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the terms “you,” “your”, “customer” or a related capitalized term herein will refer to such Client.

The Terms of Services is a contract that governs Clients’ use of the RevHERO Services and consists of the following:

• General Terms
• Privacy Notice

If you register for a Free Trial, the applicable provisions of the Terms will govern that Free Trial.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE RevHERO SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE RevHERO SERVICES.

Please note: you must be 18 years of age or older to use the RevHERO Services.

IF YOU ARE USING YOUR EMPLOYER’S EMAIL ADDRESS TO USE THE RevHERO SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER.

1. Definitions

“Account” means the primary means for accessing and using all RevHERO Services. All Accounts must be on a selected Plan and must pay a Fee to access or use the RevHERO Services.

“Administrator” means a User(s) of an Account which the Client has granted a special authorisation to manage the Client Account.

“Affiliates” means any legal entity that controls or owns more than 50% (fifty percent) of an entity’s outstanding voting interest, or is controlled by, or under common control, with a party to this Agreement.

“Agreement” means these Terms of Service and any links therein.

“Beta Testing” means any functionality of RevHERO Services that is in development or has not been commercially released as a final product and which RevHERO has made available to Client for testing and evaluation.

“Billing Period” means the time frame for which you agree to prepay fees for the Plan you choose to access or use RevHERO Services.

“Client” means a natural or legal person or entity who has accepted these Terms with RevHERO by using the RevHERO Services.

“Client Data” means data of any kind (images, spreadsheets, text files, etc.) and any other digital data and information put on, inserted and/or used on the Platform by the Client. Client Data shall not contain Sensitive Information.

“Content” means any data and information available through or inserted on the RevHERO Services or contained within the structure of the RevHERO Services, including but not limited to sales materials, articles, brochures, presentations, pictures, images, audiovisual works, or other informational materials.

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its designated Users for use of the RevHERO Services.

“Data Processing means how RevHERO processes Client Data. When providing the Services, RevHERO may collect, process, and gain access to personal data of individuals on behalf of Client. From a data protection perspective, Client will be the Data Controller, and RevHero will be the Data Processor.

“Feature” means a function or set of functions providing a particular capability within the RevHERO Services as determined by RevHERO and as further governed by any applicable Supplemental Terms which may be added from time to time, as needed.

“Fee” means regular payment for using the RevHERO Services via an activated Account.

“Feedback” means any comment, bug report, feedback, suggestion or modification for the RevHERO Services which Client or a User provides to RevHERO.

“Free Trial” means temporary access for the purposes of trying out any part of the RevHERO Services or Features in accordance with any selected Plan without paying a Fee. Free Trials may or may not be offered at any given time.

“General Terms” means these core legal and commercial terms that apply to Client’s use of RevHERO Services.

“Non-RevHERO Application” means a web-based, mobile, offline or other software application functionality that interoperates with the RevHERO Services, that is provided by Client or a third party.

“RevHERO” means RevHERO LLC.

“RevHERO Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the Content, code, data, and all other elements of the RevHERO Services.

“RevHERO Services” means the Web Site, Content, RevHERO Materials, Platform and all other content, services and/or products, and Features, available on or through the RevHERO Platform.

“Plan” means various options related to the use, functionality and cost of RevHERO Services and on which the Fee is based.

“Plan Term” means the period of time the Client’s use of the RevHERO Services commences and expires. Plans may be changed, updated, or removed and replaced with other plans from time-to-time.

Personal Data means any information relating to an identified or identifiable individual where such information is contained within Client Data and is protected similarly as personal data, personal information or personally identifiable information under all applicable Data Protection Laws.

“Platform” means the RevHERO sales automation platform, including any associated Features.

“Privacy Policy” means the RevHERO Privacy Policy as set forth at https://www.revhero.io/privacy-policy/, which describes how RevHERO collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with Client’s use of the RevHERO Services.

“Renewal Date” means the date the Client’s Plan will automatically renew on an annual or monthly basis depending on the Client’s chosen Plan.

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

Send Limits means the number of emails, texts or other reach outs a user may send and is dependant on the third party being used, not by RevHERO Services

“Terms” means these Terms of Service and consists of the General Terms, and the Privacy Policy.

“Third Party” means any user, Client, individual, agent or business that is not employed by RevHERO or doing business as RevHERO.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the RevHERO Services.

“User” means an individual a Client authorizes to use the Plan on the Client’s behalf.

“Us” means RevHero, LLC

“Web Site” means the compilation of all web documents (including images, php and html files) made available via www.RevHERO.io, its subdomains or domains with identical names under other top domains, and owned by RevHERO.

2. Modifications to Terms

RevHERO reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on the Platform or via a notice emailed to all Client Administrators stating the Terms have been modified and suggesting they log in and review these modifications. Client’s continued use of the RevHERO Services constitutes its acceptance of these Terms and any modifications as they arise.

3. RevHERO Services

(A) Use of the RevHERO Services

Subject to these Terms and the payment of the applicable Fee, RevHERO grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the RevHERO Services to:

• 1. collect, store and organize Client Data;
• 2. modify and delete Client Data; and
• 3. customize the standard Features or functionality of the RevHERO Services.

(B) Administration of Client’s Plan

Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the RevHERO Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its Plan, and RevHERO is entitled to rely on communications from an Administrator when servicing Client’s Plan. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.

(C) Credentials

Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment, changed job function, or who no longer will be using RevHERO’s Services. RevHERO reserves the right to terminate any User’s Credentials that RevHERO reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, as solely determined by RevHERO, and will provide immediate notice of such termination to Client.

To help ensure the security of your Account, Client understands and agrees that RevHERO may require you to provide information that may be used to confirm your identity and/or User. In the event that the Client loses access to a Plan or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account.

(D) Changing Plans

Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the Plans currently offered by RevHERO. The Client’s credit card on file with RevHERO will then immediately be charged for the next payment interval with the new rate stipulated in the new Plan.
a. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan.
b. If, after the commencement of a Plan Term, Client elects to downgrade their Plan to a lower Plan, then, Client agrees Client understands this may cause a loss of features, functionality, as well as a loss of Client Data.
c. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term.

(E) Support

RevHERO shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible.

• RevHERO Knowledge Base – available to all Users
• Chat – available to all Users, via their RevHERO Account
• Phone – Users on certain Plans can request a call back from support via their RevHERO Account

If you are having trouble logging in to your RevHERO account, you can reach out to us at info@revhero.ai

(F) Free Trial

If RevHERO offers a Free Trial, then a new Client may be entitled to try RevHERO’s Services on a trial basis for free for a limited period of time. You will be required to provide credit card information prior to the Free Trial period as well as pick a Plan should you want to use RevHERO’s Services past the expiration of the Free Trial. Upon expiration of the Free Trial period, the Account will be automatically charged for the selected plan if the Account is not canceled within the Free Trial period. If the Client does not continue to use RevHERO’s Services, then RevHERO has the right to permanently delete the Account, including all Client Data therein. RevHERO may offer special discounts and promotions, from time to time, at RevHERO’s sole discretion which may be subject to additional terms and conditions.

(G) Beta Testing

RevHERO may offer certain Clients certain Features for the purpose of testing and evaluation. This is called Beta Testing. RevHERO reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Testing features, with or without notice to the Client. The Client agrees that RevHERO will not be liable to the Client or to any third party, for any reason, for any harm related to or arising out of the Client’s use of the Beta Testing, or caused by the modification, suspension or discontinuance of any of the Beta Testing, including any AI Beta Testing.

(H) Features

RevHERO may, from time to time, make Features available through the RevHERO Services which may be subject to Supplemental Terms, which will be added to the Terms from time to time. The Client’s use of any such Feature is subject to any such applicable Supplemental Terms.

(I) Modifications to RevHERO Services

RevHERO reserves the right to modify the RevHERO Services or any part, feature, or element thereof from time to time without prior notice, including, without limitation:
1. rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the RevHERO Services at its sole discretion;
2. discontinuing any particular RevHERO Service, Feature, part or element of the Platform, temporarily or permanently;
3. taking such action as is necessary to preserve RevHERO’s rights upon any use of the RevHERO Services that may be reasonably interpreted as violation of RevHERO’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Clients may be notified of such modifications via email or when logging into their account. If the Client does not accept a modification, Client shall notify RevHERO before the effective date of the modification, and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the RevHERO Services, or any part thereof, after the effective date of a modification shall indicate its consent to the modifications. RevHERO shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the RevHERO Services, or any part or element thereof.

4. Fees / Payment

The use of the RevHERO Services, when not via a Free Trial, is subject to a Fee. Upon sign-up, the Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged, in advance, on a monthly, or annual basis. RevHERO reserves the right to modify the Fees for any Plan, or the Plans themselves, in its reasonable discretion, at any time. Increases will not take place until the renewal dates of your plan, which could be monthly or annually. We will notify you via email at least 30 days prior to your renewal of the increased fees. If you do not agree to the increase, you may choose to terminate your Plan or choose another Plan.

Client authorizes RevHERO to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or canceled in accordance with these Terms. If a Client wishes to reduce the number of Users, it must do so prior to the Renewal Date. Clients may cancel their Plan anytime; however, Client must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees.

All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by RevHERO.

All Fees are exclusive of all taxes, unless stated otherwise, and which we will charge as applicable. Client is solely responsible for the payment of any taxes, levies or duties, and you agree to pay these taxes, levies or duties.

In the event the Client does not pay all Fees due, RevHERO will suspend all access to the Client Account. Clients will have 90 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise RevHERO has the right to permanently delete the Account.

(A) Payment of Fees

RevHERO fees are all paid in advance. For example, if you pay monthly, your card will be charged on July 1st for the month of July, August 1st for the month of August, and so forth. The date will begin on the day you sign up. If you pre-pay annually, you will be charged for the annual cost, thus locking in the price for a year. If you add new users to an annual contract, all new users will be prorated by date on the annual cost. RevHERO LLC may seek pre-authorization of Client’s payment card account prior in order to verify that the payment card is valid and has the necessary funds or credit available to cover the purchase. Client agrees to approve such card pre-authorization and to pay the amounts for the Plan described on the Web Site that the Client chooses. Client also authorizes RevHERO to charge all Fees to such card account. Client agrees to provide RevHERO updated information regarding its payment card account upon RevHERO’s request and any time the information earlier provided is no longer valid. Client further authorizes us to use a third party to process your payments, and consents to the disclosure of your payment information to such third party. RevHero does not offer payment by invoice.

(B) Late Payment Charges

Upon delay with any payments, RevHERO may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 3% per month or the maximum allowed by local law, whichever is higher. If RevHERO gets any chargebacks, Client is subject to pay for such credit card chargeback or bank fees.

5. Non-RevHERO and Third Party Applications & Use

RevHERO does not warrant or support non-RevHERO applications. Some RevHERO Services may contain features or functionality designed to integrate, or capable of integrating, with Third Party applications. RevHERO does not guarantee the continued availability of such integration, features or functionality, and may cease providing them without notice and without entitling Client to any refund, credit, or other compensation.

RevHERO is not responsible if the provider of a third party application ceases to make such application available for inter-operation with RevHERO’s Services, features or functionality or makes it in a manner no longer acceptable to RevHERO for use with RevHERO’s Services.

Should Third Parties make available applications to integrate with RevHERO, and Client elects to use, buy, rent, or trial a third party application or applications, then the terms and conditions regarding its use are between Client and the provider of these Third Party applications and any exchange of data between Client and such third party provider is solely between Client and the third party provider. Any questions, concerns or disputes that arise based on Client’s use of non-RevHERO applications should be addressed with the provider of such non-RevHERO applications and not with RevHERO. RevHERO is not responsible for any disclosure, modification or deletion of Client Data resulting from access by a Third Party application or its provider.

6. Laws, Sanctions & Trade Controls

The Client, any User, agent or any other Third Party (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the RevHERO Services:

(A) Third Party shall take no action, directly or indirectly, that would cause RevHERO or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Laws, Sanctions or Trade Controls of any country.

(B) Neither the Third Party nor any of its officers, directors, employees, and any agents or other representatives acting on their behalf

• has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List,
• is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority,
• is or has been greater than 50% owned or controlled by any person or persons described in clause a or b, or
• has or will provide the RevHERO Services to any persons described in clauses a, b or c.

(C) Third Party will promptly notify RevHERO if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Laws, Sanctions or Trade Controls in relation to the RevHERO Services, or (ii) becomes a Restricted Person.

(D) RevHERO, in its sole discretion, shall have the right to immediately terminate the access to, or use of the RevHERO Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section or if RevHERO determines, in its sole discretion, that the Third Party’s continued use of the RevHERO Services could violate Sanctions or Trade Controls.

7. Client Responsibilities

Effort is required by the Client and Account Users to realize the full value of RevHERO’s Services. We suggest you plan marketing and sales programs, set a content creation calendar, create posts, emails, drip campaigns and look for creative ways to get your message across to the recipients of your sales efforts.

(A) Personal Data / Client Data

Client acknowledges and agrees that they will be solely responsible for the accuracy, quality, and legality of Client Data and the means by which it acquires Personal Data. Client also acknowledges that Client is wholly responsible for:
1. Complying with all applicable Data Protection Laws particularly for use by Client for sales and marketing purposes;
2. Ensuring Client has the right to transfer, or provide access to, the Personal Data and/or Client Data to RevHERO for Processing in accordance with the terms of this Agreement;
3. Ensuring that Client’s Instructions to RevHERO regarding the Processing of Personal and Client Data comply with applicable laws, including Data Protection Laws;
4. Complying with all laws (including Data Protection Laws) applicable to any emails, texts or automated phone calls, or other content created, sent or managed through the RevHERO Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices;
5. Informing RevHERO without undue delay if Client is not able to comply with its responsibilities under this section.

(B) Client Information

Client agrees to keep Client’s business and user information up to date, including notifying us of any company name, address, and primary contact or Administrator changes.

(C)Terminating Use

Client agrees to pay all renewals of RevHERO Services unless Client cancels the Plan on their Platform or opens a support ticket stating Client wants to cancel their Plan, effective on a specific date (fill in the date).

(D)Client’s Proprietary Rights

Client owns and retains all rights to their Client Materials and Client Personal Data, subject to the RevHERO Privacy Policy and these Terms of Service. If you are using RevHERO’s Services, then you represent that you have all necessary rights and permissions to do so. See Section titled Client Data and Sensitive Information for more information on the approved use of Client Data and Sensitive Information.

8. Restrictions, Prohibited & Unauthorized Use

(A)Prohibited Activities

Client and its Users will not use RevHERO’s Services in any way that violates the Terms of this Agreement or for any purpose or in any manner that is unlawful. Client may use the RevHERO Services only in the scope, and with the means and for purposes as identified in these Terms and applicable law. Neither the Client nor any User may:

1. use the RevHERO Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out any illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer, disassemble, or decompile the RevHERO Services or otherwise attempt to uncover, discover or extract the source code, object code or underlying structure, know how, algorithms or ideas of the RevHERO Services unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the RevHERO is not permitted by that applicable law to exclude or limit the foregoing rights;
3. provide false, inaccurate or misleading information in any manner via the RevHERO Services or Platform;
4. act in a manner that is defamatory, trade libelous, threatening or harassing to RevHERO;
5. use the RevHERO Services in any manner unless it has agreed to be bound to these Terms.
6. remove any proprietary labels or notices.
7. Use RevHERO Services if you are legally prohibited from doing so under the laws of the country in which you reside or from where you will access RevHERO Services.
8. use RevHERO Services in any manner that is prohibited by the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), the Gramm-Leach-Bliley Act (GLBA) or any other Federal or Country Law or Act.
9. use RevHERO Services in any manner to collect, process or manage Sensitive Information. RevHERO specifically disclaims any liability that may result from Client or Account Users of RevHERO Services to collect, manage or process Sensitive Information.

(B) Uses Requiring RevHERO Consent

The Client or any User may not, without RevHERO’s prior express written consent:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the RevHERO Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or
2. use the RevHERO Services for purposes other than those for which their functionality was intended.

(C)Removal of Client Data

RevHERO endeavors to comply with all laws, including the US Digital Millennium Copyright Act, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.

9. Revhero’s Responsibilities

(A)Provision of RevHERO Services

RevHERO will use commercially reasonable efforts to make the RevHERO Services available 24 hours a day, 7 days a week, except for:
1. planned downtime (of which RevHERO shall give advance electronic notice),
2. any unavailability caused by circumstances beyond RevHERO’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem, Internet service provider failure or delay or denial of service attack.
3. RevHERO may use Sub-processors to perform the RevHERO Services. RevHERO will make commercially reasonable efforts to ensure that all data transfers to Sub-processors are compliant and secure.

(B)Protection of Client Data

RevHERO will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, RevHERO shall only access, use, modify or otherwise disclose Client Data to provide the RevHERO Services; prevent or address service or technical problems; as compelled by law; as Client or User expressly permits in writing; or as stated in our Privacy Policy.

10. Disclaimers; Limitation Of Liability, No Warranty

RevHERO and its Affiliates shall not be liable to the Client or any User for any claim by any user, person, organization, or third parties against the Client arising out of the Client’s failure to:
1. provide RevHERO with accurate information about the Client, Users or Account;
2. notify RevHERO when a User no longer should have access to the Client’s account, should the Administrator of the Account not be able to delete such User and no longer wants User to have the right to use the Account on behalf of the Client;
3. provide any RevHERO Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of RevHERO’s negligence, breach of these Terms or otherwise);
4. ensure the lawfulness of the Client Data;
5. obtain the necessary rights to use the Client Data or abide by any of the restrictions described in these Terms
All RevHERO Services are provided “AS IS” without warranty or condition of any kind. RevHERO disclaims all warranties and conditions of any kind, whether implied, or not for RevHERO Services. In addition, RevHERO shall not be liable to the Client or any User for any consequences resulting from:

• any modifications in these Terms, modification of the RevHERO Services, RevHERO Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the RevHERO Services or RevHERO Materials;
• upgrading or downgrading of a current Plan by Client;
• deletion of, corruption of, or failure to store any Client Data;
• use by the Client or a User in violation of or outside the scope of these Terms;
• use of Client Data by the Client or any of the Users associated with the Account;
• any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential;
• Client’s use of the RevHERO Services by means of web browsers other than those accepted or supported by RevHERO;
• the application of any remedies against the Client or Users by RevHERO; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the RevHERO Services or any part or element thereof;
• the differences between technologies and platforms used for access; for example, if certain features of the RevHERO Services are designed for use on a personal computer and do not function on a tablet or mobile platform.
• RevHERO’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

(A)Limitation of Liability

CLIENT AND USERS AGREE THAT THE AGGREGATE LIABILITY OF RevHERO AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, SHALL BE LIMITED TO THE TOTAL SUM PAID BY CLIENT IN THE THREE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY OR CLAIM AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN THE SECTION TITLED “FEES / PAYMENT” IN THESE TERMS. IF A LIABILITY OCCURS DURING A FREE TRIAL, THEN RevHERO’s AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). CLIENT UNDERSTANDS THAT RevHERO WOULD NOT PROVIDE THE RevHERO SERVICES WITHOUT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY.

(B)Exclusion of Consequential and Related Damages

EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE SECTION “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

(C)NO WARRANTY

UNLESS OTHERWISE EXPRESSLY STATED BY RevHERO, THE RevHERO SERVICES, RevHERO MATERIALS, PLATFORM AND ANY CONTENT, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE RevHERO SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RevHERO AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY RevHERO, RevHERO AND ITS AFFILIATES DO NOT WARRANT THAT THE RevHERO SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE RevHERO SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RevHERO SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE RevHERO SERVICES OR THE PLATFORM THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY RevHERO, RevHERO AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE RevHERO SERVICES, RevHERO MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, INCREASE IN SALES, OR OTHERWISE.

IF THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION, MAY NOT APPLY TO RevHERO, AND CLIENT MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.

11. CLIENT DATA and SENSITIVE INFORMATION

(A) Rights to Client Data

Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize RevHERO to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the RevHERO Services and these Terms. Client grants the rights and licenses set forth in these Terms and warrants that RevHERO’s or any use of such Client Data by Client or Client’s Users pursuant to these Terms, do not and will not:

• violate any applicable law or regulation anywhere in the world.
• infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• require the obtaining of a license or paying any fees and/or royalties by RevHERO to any third party for the performance of any RevHERO Services which Client has chosen to be performed by the RevHERO Services or for the exercise of any rights granted in these Terms, unless Client and RevHERO otherwise explicitly agree in writing.

(B) Uploading Client Data to RevHERO Services

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the RevHERO Services. If Client uploads Client Data to the RevHERO Services, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. By uploading Client Data to the RevHERO Services, Client authorizes RevHERO to process the Client Data. Client is responsible for ensuring that:

1. Client has all necessary rights and permissions to use Client Data and to use it with RevHERO’s Services.
2. Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of RevHERO, other clients or users of RevHERO Services or persons or organizations;
3. Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, harassing, abusive, defamatory, vulgar, hateful, invasive of another’s privacy, or otherwise unlawful.

(C) Sensitive Information and Unlawful Client Data

Client agrees and understands that the RevHERO SERVICES are not designed to process or manage Sensitive Information, and Client agrees not to use the RevHERO Services to process, collect or use in any manner Sensitive Information.

RevHERO Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA) or the Gramm-Leach-Bliley Act (GLBA). As such, Client may not use the RevHERO Services where its communications would be subject to or violate such laws.

Client will not use the RevHERO Service in any way to process Sensitive Information or Client Data that, in any manner, is prohibited by law or in violation of these Terms. RevHERO is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if RevHERO, in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, RevHERO has the right to:

• notify the Client of such unlawful Client Data or Sensitive Information;
• deny Client’s use of the RevHERO Services;
• demand that the Client bring its use of the RevHERO Services into compliance with these
  Terms and applicable law;
• temporarily or permanently remove the unlawful Client Data or Sensitive Information from the RevHERO Services, restrict access to it or delete it.

If RevHERO is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, RevHERO may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the RevHERO Services, Account or access to which was restricted.

Client, and not RevHERO, is entirely responsible for all Client Data that is uploaded, posted, transmitted or otherwise made available through the RevHERO Services, by Client or its Users, as well as for any remedial actions taken by RevHERO or other Clients or Users as a result of such Client Data. RevHERO does not guarantee any accuracy with respect to any information contained in any Client Data used by Client with RevHERO’s Services.

Client understands and agrees that RevHERO specifically disclaims any liability that may result from Client’s use of the RevHERO Services in any manner to collect, manage or process Sensitive Information.

(D) RevHERO Rights to Client Data

RevHERO may use Client Data for research, sales, education, marketing, and other similar purposes. Client also grants RevHERO the right to use and analyze aggregate system activity data associated with use of the RevHERO Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the RevHERO Services operate, and to create new Features and functionality in connection with the RevHERO Services in the sole discretion of RevHERO.

(E) Compelled Disclosures

RevHERO may disclose a Client’s confidential information to the extent compelled by law to do so. In such instances, RevHERO will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to fight this disclosure. If RevHERO is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which RevHERO is a party, and Client is not contesting the disclosure, Client will reimburse RevHERO for its reasonable cost of compiling and providing secure access to that confidential information.

12. Intellectual Property Rights

(A) RevHERO’s Intellectual Property Rights

The RevHERO Services, Platform, RevHERO Materials, RevHERO trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by RevHERO. RevHERO Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the RevHERO Services and RevHERO Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights. Any commercial or promotional distribution, publishing or exploitation of the RevHERO Materials is strictly prohibited unless Client has received express prior written permission from RevHERO. Clients may not use RevHERO trade names and trademarks in any manner that disparages RevHERO or its products or services or portrays RevHERO in a false, competitively adverse or poor light. RevHERO reserves all rights to the RevHERO Services, Platform, RevHERO Materials and RevHERO trade names and trademarks not expressly granted in the Terms.

(B) Content

Subject to these Terms and the payment of the applicable Fee, RevHERO grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to use RevHERO’s Content solely for Client’s personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the RevHERO Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted, in writing, by RevHERO.

(C) Feedback, Comments and Suggestions

RevHERO encourages all Clients and Users to provide comments, feedback, and suggestions for improving our services. Client agrees that such suggestions and comments will be non-confidential and that RevHERO will own all rights to use and incorporate them, at its discretion, into the RevHERO Services without payment or attribution to any Client or User.

RevHERO shall have the right to modify or remove any comments or feedback provided in the public areas of the Website which RevHERO deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

13. Privacy

RevHERO’s Privacy Notice is available at https://www.revhero.io/privacy-policy/

14. Termination / Suspension

The only way to prevent automatic renewal of your plan is if the Administrator terminates or cancels your Plan through the RevHERO website or by submitting a ticket to Support asking to terminate the account.Client may choose to cancel their Plan early provided that RevHERO will not provide any refunds of prepaid fees and Client promptly pays all unpaid fees due through the end of the term of Client’s Plan.
RevHERO may terminate a Client’s access to the RevHERO Services, for convenience; upon a decision to end provision of any feature of the RevHERO Services and/or close any portion of the Platform; or if Client breaches any of these Terms without curing same within 10 days of notice.

Either party may terminate the RevHERO Services if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

(A)For Default

RevHERO typically provides notice in the form of an email on, before, or immediately after such suspensions. Client’s access to the RevHERO Services may be terminated for default upon written notice to the Client via email to both the Client’s Users and Administrator in the case of breach by Client of these Terms or Client’s obligations according to these Terms, if the breach has not been cured within 10 days of receipt of notice.

RevHERO will also immediately terminate any Client’s use of the RevHERO Services if, in RevHERO’s sole discretion, Client is suspected of illegal activity; if Client’s use of the RevHERO Services endangers the property of others, the RevHERO Services, Website or the Platform; or if RevHERO receives a request by law enforcement, judicial order or other government agencies for such termination.

Upon termination of Client’s access to the RevHERO Services for any reason whatsoever:

1. RevHERO may deactivate and permanently delete the Account in the RevHERO Services within 3 months of the effective date of termination and/or Client’s access to the RevHERO Services. If the Client has specifically requested for an earlier deletion of the Account,, RevHERO shall fulfill such request within one (1) month of its receipt of such request.
2. Client must:

• stop using and prevent the further usage of the RevHERO Services, including, without limitation, the Platform;
• pay any amounts owed to RevHERO under these Terms; and
• discharge any liability incurred by the Client under these Terms prior to the termination.

3. Except as otherwise set forth herein, in no event shall Client receive a refund of any prepaid Fees..

(B) Suspension

RevHERO will, in its sole discretion, tailor any suspension as needed to preserve the integrity, operability, and security of the RevHERO Service.

RevHERO has the right to suspend access to all or any part of the RevHERO Services, including removing Content, at any time, and for any period of time, effective immediately, with or without notice, unless prohibited by law or legal process should RevHERO:
1. suspect violation or suspected violation of these Terms,
2. seek to prevent imminent harm to the RevHERO Services or any third party,
3. have legal obligations
4. believe bandwidth usage by Client or its Users of the RevHERO Service, any Features, or functionality to be significantly excessive in relation to other RevHERO Service users,
5. need to protect the integrity, operability, and security of the RevHERO Services..
RevHERO typically provides notice in the form of an email on, before, or immediately after any suspension.

15. Indemnification

Client agrees to defend, indemnify and hold harmless RevHERO and any of its Affiliates, their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of Client’s use or misuse of the RevHERO Services, RevHERO Materials, representations made to RevHERO or any of its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. RevHERO reserves the right to assume the exclusive defense and control of any matter for which Client is required to indemnify RevHERO, and Client agrees to cooperate with such defense of these claims and to pay all legal fees arising from these claims.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of Florida and the United States of America. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached, either party will be entitled to seek all available remedies, including injunctive relief with respect to any disputed matter to the extent possible under applicable law or file suit in a court of law to address intellectual property infringement claims. Should an amicable settlement between parties not be possible regarding monetary disputes, then the dispute shall be resolved by Arbitration in the county of Hillsborough in the State of Florida, USA and Client agrees to be bound by the Arbitrator’s decision. Use of the RevHERO Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

17. Relationships

These Terms shall not be construed as creating a partnership, joint venture, employment, fiduciary, agency or other form of legal association between Client and RevHERO, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

18. Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

19. No Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without RevHERO’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. RevHERO may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.
Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent:

(1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or
(2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

20. No Waiver

Failure by RevHERO of Client or Users to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

21. Notices

Except as otherwise specified in these Terms, all notices related to the Terms will be in writing and will be effective upon the day of sending via email or the second business day after mailing via USPS.

• Notices of termination or an indemnifiable claim shall clearly be identifiable as “Legal Notices.”
• Billing-related notices to Client will be addressed to the relevant billing contact designated by Client.
• All other notices to Client will be addressed to the relevant Client Administrator designated by Client.
• Modifications to any part or all of these Terms is done by posting a revised version of the TOS on the RevHERO website with an updated date. The revised version will become effective and binding the next business day after it is posted.

22. Entire Agreement

These Terms are the entire agreement between Client and RevHERO regarding Client’s use of the RevHERO Services, RevHERO Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.