Advertiser Agreement

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.

Confidentiality.

  1. Confidential Information. In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential.” Without limiting the foregoing, each Party’s data and the terms and existence of this Agreement are the Confidential Information of both parties.
  2. Exclusions. Confidential Information does not include information that [the Receiving Party can demonstrate by written or other documentary records]: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information
  3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
    1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
    2. except as may be permitted by and subject to its compliance with the section below, not disclose or permit access to Confidential Information other than to its employees, affiliates, or representatives (collectively, “Representatives”) who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Agreement; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Agreement;
    3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and
    4. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Agreement.
    The Receiving Party shall be responsible for any breach of or noncompliance with this Section by any of its Representatives.
  4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.
  5. Return of Information. Upon the termination or expiration of this Agreement, the receiving party shall promptly return all Confidential Information received in connection with the transaction, or shall promptly destroy any materials containing such information (and any copies, extracts, and summaries thereof) and shall provide the disclosing party with written confirmation of such return or destruction upon request. Notwithstanding the foregoing, the receiving party shall not be required to destroy any automated archival back up of such Confidential Information to the extent (i) such destruction is not reasonably practicable or (ii) as required by applicable law or regulation. Each party shall be entitled to all remedies available at law or equity, including injunctive relief, to enforce the provisions of this Section. The provisions of this Section shall survive termination of this Agreement.

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.

  1. Advertiser’s Responsibilities, Representations, Warranties and Covenants.
    1. Submission of Ads. Advertiser shall develop all Promotional Material. Advertiser shall submit all information and advertisements in the form requested by RevPie and in accordance with the specifications and policies set-forth by RevPie, prior to publication. RevPie will not be required to publish any Promotional Material that is not in accordance with its policies or specifications, or which is offensive or violates any law. Advertiser is solely responsible for all the material and advertisements. RevPie shall not be responsible for Advertiser’s websites, pages, or applications including, but not limited to, maintenance of your websites, pages, or applications, order entry, customer services, payment processing, shipping, fulfillment of orders, cancellations or returns. Neither Advertiser, nor the Promotional Material, shall violate any and all rights of any third party with respect to the Promotional Material, including any intellectual property rights, copyrights, marks, names, or brands. Promotional Material shall not include content that is deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to comply with applicable federal and state consumer protection laws, regulations, and guidelines.
    2. Compliance. At all times Advertiser shall comply with all applicable laws, statutes, ordinances, regulations, and legal guidelines (collectively, "Laws") including, without limitation, those Laws governing their Promotional Material, ads, false or deceptive advertising, cybersquatting, intellectual property, privacy, and publicity rights, including but not limited to, The Uniform Deceptive Trade Practices Act or other similar legislation in effect in every jurisdiction in which You do business, the Federal Trade Commission Act ("FTC Act"), Federal Trade Commission ("FTC") regulations and guidelines implementing the FTC Act, the regulations and guidelines of the FTC’s state and local equivalents, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the FTC's Telemarketing Sales Rule, Federal Communications Commission regulations and guidelines, including Mobile Marketing Association guidelines, and FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, all as amended from time to time.
  2. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
    1. it is a duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
    2. it has the full right, power and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement;
    3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
    4. when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
    5. neither its grant of the license, nor the services or any other performance by or on behalf of either Party under this Agreement does or to its knowledge will at any time:
      1. conflict with or violate any applicable law;
      2. require the consent, approval or authorization of any governmental or regulatory authority or other third party; or
      3. require the provision of any payment or other consideration to any third party;
    6. there is no settled, pending or to its knowledge threatened litigation, claim or proceeding (including in the form of any offer to obtain a license) and it has no knowledge after reasonable investigation of any factual, legal or other reasonable basis for any such litigation, claim or proceeding;
    7. it will perform all services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement.

Prohibited Uses. Advertiser shall not use and participate in the Promotion in any way to:

  1. offer points, rewards, cash, prizes, contest entries, or other incentives to consumers in return for their response to any Promotional Material;
  2. use any method to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the consumer;
  3. transmit any fraudulent, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind, as determined by RevPie;
  4. transmit any material which contains, promotes, or has links to profanity, sexually explicit materials, hate material, libelous or defamatory material, or material that promotes promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other material deemed by RevPie to be unsuitable or harmful to the reputation of RevPie;
  5. promote or reference illegal activities including, without limitation, the promotion of gambling, illegal substances, software piracy, or hacking;
  6. run any promotions or ads where Advertiser is labeled as an “official site” or similar designation or include any other designation indicating the ad is an “official” advertisement or web site of the Advertiser;
  7. violate or infringe the personal rights, trademarks, copyrights, patent rights, services marks, trade dress, logos, publicity rights, or any other intellectual property right of any third party;
  8. send spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such;
  9. send communications to a wireless device via text message without consumer’s prior consent;
  10. send advertisements via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages);
  11. include in any Promotional Material any “worm,” “virus” or other device that could impair or injure any person, entity, or equipment;
  12. include in any ads any testimonial unless either (i) the testimonial is truthful, non-misleading, and substantiated, reflects the honest opinions, findings, and/or experiences of the person providing the testimonial, and otherwise complies with current Federal Trade Commission Guidelines concerning the use of endorsements and testimonials in advertising, or (ii) Publisher clearly and conspicuously discloses, in close proximity to the Testimonial, that the testimonial is fictitious and not based on the actual opinions, findings, and/or experiences of any person;
  13. include a photo or other image of any celebrity and/or testimonials purporting to have been made by a celebrity or other individuals without having their express written consent.

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.