Effective September 5, 2018
This Advertiser Agreement (the “Agreement”), effective as of ____________ (the “Effective Date”), is entered into by and between RevPie, LLC, a limited liability company organized in the State of Washington, with its principal office located at 13115 NE 4th St., Suite 220, Vancouver WA 98684 (“RevPie” or “we”) and You, the new advertiser (“Advertiser” or “you”).
Promotion. Advertiser may, in its sole discretion, advertise its financial products on RevPie’s website (the “Promotion”). Advertiser shall provide the necessary materials, which may include text, images, audiovisual materials, scripts, logos, and other material (the “Promotional Materials”).
No Collection of Personally Identifiable Information. RevPie warrants that it does not collect any personally identifiable information (“PII”) from any prospective borrowers. RevPie further warrants that after directing traffic to Advertiser’s business website, RevPie does not have access to borrower information, whether PII or other information about the prospective borrower.
Compliance with Applicable Law. Each party agrees that it will at all times comply with all applicable laws and regulations.
Fees. The only fees that Advertiser pays RevPie are the “per click” bids for each time a user clicks on an advertisement placed on the RevPie platform (“Per Click Bid”). Advertiser defines the price of the Per-Click Bid, with a minimum of a $0.01 bid. RevPie has no obligation to accept a bid. As RevPie accepts a bid, RevPie shall advertise Advertiser’s promotional materials in the agreed-upon format. Advertiser shall fund its online RevPie account with money in an amount determined by Advertiser. If either party terminates the agreement as set forth by the terms of this Agreement, RevPie shall refund the remaining balance in Advertiser’s account in no more than ten (10) days.
Trademark License by Advertiser. Subject to the terms and conditions of this Agreement, Advertiser hereby grants RevPie a royalty-free, non-exclusive, non-transferable, nonsublicenseable license solely during the term of this Agreement for RevPie to use Advertiser’s trademarks, trade names, and service marks (collectively, the “Marks”) solely to perform the activities and obligations contemplated under this Agreement. RevPie expressly acknowledges Advertiser’s sole and exclusive ownership of the Marks and agrees not to take any action inconsistent with such ownership. RevPie agrees not to form any combination marks with the Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to the Marks. Upon termination of this Agreement, RevPie shall immediately cease to use any promotional materials, information, names, or the Marks and shall remove the Marks from items and locations under its control.
Approval of Advertiser Content. RevPie reserves the right to approve, omit, or edit, for content or reject any Promotional Material, ads or ad content for any reason at any time. In addition, we reserve the right, at any time to remove any Promotional Material if we determine, in our sole discretion, that the Promotional Material, advertisements or any portion thereof, violates any of our policies or may result in liability to us. In addition, RevPie shall have the absolute right to reject any URL link embodied within any add or ad content. RevPie’s failure to reject, cancel, approve, omit, edit, or modify any Promotional Material shall not be construed as an acceptance of such material, nor would this negate other parts of this Agreement, specifically with respect to liability.
Term and Termination. Either Party may terminate this Agreement at any time, with or without cause, and without incurring any obligation, liability or penalty by reason of such termination, by giving the other party written seven (7) day notice of its intent to terminate this Agreement. Notice may be given to the main contact(s) at either of the parties, via email, overnight courier, or U.S. Mail. Notice will be effective on the date of dispatch.
Representations and Warranties.
Prohibited Uses. Advertiser shall not use and participate in the Promotion in any way to:
Indemnification. Advertiser agrees to defend, indemnity and hold harmless RevPie and its respective directors, officers, employees, and agents from any and all losses, damages, demands, claims, assessments, actions, deficiencies, penalties, interest, reasonable attorneys’ fees (including without limitation those incurred to enforce this indemnity), and other costs and expenses (collectively “Losses”), related to or incurred as a result of Advertiser’s actions, inactions, negligence, Promotional Material, advertisements, ad content, campaign, and/or its breach of any portion of this Agreement or applicable Insertion Order(s). If any action is brought against RevPie with respect to any allegation for which indemnity may be sought from Advertiser, RevPie will promptly notify the Advertiser of any such claim of which it becomes aware and will (i) provide reasonable cooperation to the Advertiser at Advertiser’s expense in connection with the defense or settlement of any such claim and (ii) be entitled to participate at its own expense in the defense of any such claim. Advertiser shall not acquiesce to any judgment or enter into any settlement that adversely affects RevPie’s rights or interests without the prior written consent of RevPie.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
DISCLAIMER OF WARRANTIES. REVPIE PROVIDES ITS WEBSITES AND THE WEBSITES OF ITS PUBLISHERS AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS PUBLISHERS AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY OF THE SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY OF REVPIE PROMOTIONS, REVPIE’S SOLE OBLIGATION WILL BE TO RESTORE THE PROMOTIONS AND SERVICES AS SOON AS PRACTICABLE. REVPIE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY. IN NO EVENT SHALL REVPIE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTION OF BUSINESS, LOSS OF USE, LOST BUSINESS, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR THE LIKE (EVEN IF REVPIE WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR INSERTION ORDER(S), OR YOUR USE OF ITS SERVICES AND PROMOTIONS. UNDER NO CIRCUMSTANCES SHALL REVPIE BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED OR PAID UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO LIABILITY. REVPIE SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OR FRAUD OF THE ADVERTISER, PUBLISHER(S), ONLINE USERS, OR THIRD PARTIES.
WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE INSERTION ORDER(S), OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.
Dispute Resolution. Arbitration. Any disputes hereunder that relates to or arises out of this Agreement or from any other agreement between us, or other services or benefits You receive or claim to be owed from us, will first be privately negotiated in good faith between the Parties within forty-five (45) calendar days commencing upon written notice from one Party to the other. If the Parties fail to privately resolve any dispute, the Parties shall submit the dispute to the American Arbitration Association (AAA) pursuant to the Commercial Arbitration Rules before a single arbitrator in the State of Washington.
Governing Law and Venue. It is mutually understood and agreed that this Agreement shall be understood and interpreted in all respects according to the law of the State of Washington. Furthermore, it is understood that this Agreement shall be treated as though it were executed in the County of Clark in the State of Washington, and to have been performed in the County of Clark in the State of Washington.
Miscellaneous. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein. This Agreement may only be modified by mutual written agreement of the parties. If any term or Section of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement. Failure of either party to enforce a right under this Agreement shall not act as a waiver of that right. This Agreement may not be assigned by either Party without the other Party’s consent. If this Agreement is to be signed electronically, then each Party agrees that its electronic signature shall have the same force and effect and will bind such Party to this Agreement in the same manner and to the same extent as a physical signature would do, in accordance with the spirit of the Electronic Signatures in Global and National Commerce Act (“ESIGN”).
Electronic Signatures. You acknowledge and agree that by clicking on the button labeled “Finish” or such similar links as may be designated by RevPie to accept this Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this Advertiser Agreement. By clicking on the button labeled “Finish” or such similar links as may be designated by RevPie to accept this Agreement, You further acknowledge that You (i) have read and understand the terms, covenants, conditions and limitations of this Agreement; (ii) agree that it is Your intention to be bound by such; and (iii) have read and understand the most recent edition of the Online Lenders Alliance “Best Practices” and agree that it is Your obligation to adhere Your conduct to such industry specific “Best Practices” as applicable to Your commercial activities and more specifically, to the services You provide to RevPie as governed by and under this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY REVPIE. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.