These terms and conditions and any specific Insertion Orders, Work Orders, or similar documents describing Rev services and that are executed by Rev and a client (“IO”) govern the provision of services by Rev. In the event that Rev and a client are parties to a written master service agreement, the terms of such agreement, and not these terms, will govern.

 

1. Provision of Services.

a)Rev agrees to provide lead generation services based on mutually accepted requirements stated in an IO. These terms and conditions will be deemed incorporated into each IO.

 

b) Leads will be generated using the Rev DNA-driven artificial intelligence powered targeting system.

 

c) Rev leads are prospects who provide their contact information in order to receive the client asset(s). A lead is a record with a name, job title, company name, company business address, and a valid phone number and email address. The leads are reviewed and validated before contact data is provided to the client as a lead.

 

d) As a part of lead validation, Rev will reach out to individual leads and establish interest with potential buyers. Rev will then provide content and digital assets to the potential buyers and connect them with client.

 

e) Rev will deliver up to the number of leads stated on the face of an IO. If, at the end of the agreed time period described in the applicable IO, a quantity of leads remains to be generated, Rev may either, in its sole discretion, continue the campaign until the order quantity is achieved or credit the client for the unfulfilled leads.

 

f) A campaign will only launch with client’s explicit copy approval. However, Rev reserves the right to make ongoing copy changes to optimize audience response without seeking prior approval. Client may rotate assets free of charge at the beginning of each month for campaigns greater than one month in length or reserve the right to rotate assets at any point of the campaign subject to a change order fee.

 

g) If client content assets are not received at least 3 days before the campaign start date or as otherwise agreed upon by the parties, Rev is not required to guarantee full delivery of leads under the IO, and Client will continue to be responsible for all campaign fees.

 

h) Rev will provide these services at the mutually negotiated price set forth in an IO and invoice monthly under net 30 payment terms. Client agrees to pay net 30 via check, direct deposit, or wire transfer. If Client fails to pay under these terms, Client agrees to pay all costs incurred by Rev in collecting these amounts plus a 1.5% interest charge, or the maximum amount allowed by law, that will accrue monthly. Rev may cancel or suspend services under any IO in the event that Client becomes delinquent in its payment obligations.

 

i) Unless designated on the IO as non-cancelable, Client may cancel the entire IO, or any portion thereof, with seven (7) days’ prior written notice to Rev, without penalty. Client will remain liable to Rev for amounts due for any custom content or development (“Custom Material”) provided to Client or completed by Rev prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Rev will specify the amounts due for such Custom Material as a separate line item. Client will pay for such Custom Material within 30 days from receiving an invoice therefore.

 

j) Client may suspend any IO for a period of no greater than 5 business days. Any IO that is suspended for more than 5 business days will be terminated and is subject to the payment of fees outlined above.

 

k) Rev may terminate any IO if determines, in its sole discretion, that the campaign described in such IO is not meeting performance expectations. If the IO is terminated by Rev, client is only obligated to pay for the value of the leads generated and delivered prior to termination.

 

l) Rev may grant discounted pricing for campaigns longer than 4 months, instances in which client makes minimum volume commitments, or when a campaign is subject to auto renewal. If client chooses to terminate an IO, client agrees to pay the difference between the discounted price and the full Rev list price for all leads provided up to date of termination.

 

m) Customer must notify Rev of non-compliance by any lead record no more than 10 business days after delivery of such record to client. The parties will work to resolve any non-compliance or dispute. Should the resolution require a “make good,” the “make good” will be issued in the form of additional leads (taking in to account the returned leads agreed by both parties) up to the amount indicated on the IO. In order to be eligible for “make good” leads, the original lead must meet one of the following criteria:

i) Lead had incorrect contact information.
ii) Lead falls outside of the stated program requirements.
iii) Lead was on suppression file provided by Client.

 

2. Change Orders. Any mutually accepted changes to an IO will take 5 business days to implement and are subject to a change order fee. Modifications of an IO are not binding unless made in writing via the Rev Change Order Form signed by both parties. Client understands that changes may impact the overall lead volume, lead guarantees and cost per lead. If changes are made, Rev will apply the following Change Order fees unless such fees are expressly waived in the IO: Changes made after the IO signature date but before the campaign start date will result in a processing fee of $1,500. Changes within the first 25 business days after the Campaign Start Date will result in a production fee of $3,000.

 

3. Grant of Rights. Client hereby grants to Rev and its affiliates a non-exclusive, royalty-free, worldwide license to use client’s name, trademark, service mark, and logo fulfilling the requirements of each IO. Rev may also use Client’s name and logo, in perpetuity, to identify Client as a customer of Rev in general listings of clients that Rev may make available on its website or in promotional and marketing materials.

 

4. Independent Contractors. Rev and client will act as independent contractors. Nothing in this agreement shall constitute or imply a joint venture or partnership.

 

5. Modifications. These terms may not be amended, altered, or modified, except in writing and signed by both parties.

 

6. Warranty and Disclaimer. Rev warrants that the lead generation services will be provided in a professional and workmanlike manner and that each lead will conform to the requirements stated in these terms and the applicable IO. Rev does not warrant or guarantee success rates, conversion rates, ​ pay‐up rates, response rates, or the ability to convert any lead. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, REV MAKES NO OTHER WARRANTIES REGARDING SERVICES OR DELIVERABLES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

7. Limitation of Liability. Under no circumstances and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall Rev be liable to any party for any indirect, special, incidental, or consequential damages of any character arising out of or related to an IO or any services or products provided. Except for liability resulting from Rev’S intentional tortious misconduct, Rev’s total aggregate liability to any party for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorneys’ fees) arising out of or related to the services described in these terms or an IO shall be, and hereby is, limited to the amount of fees to be paid to Rev.

 

8. General. These terms are governed by the laws of the state of California. Any controversy or claim arising out of or relating to this agreement or the breach thereof will be settled by binding arbitration, which shall be conducted in accordance with the rules of the American Arbitration Association. There shall be one arbitrator in any such proceeding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Diego, California. Should either party commence arbitration to enforce or interpret this agreement, the arbitrator shall have the discretion to award the prevailing party reasonable attorney fees.

 

Rev services are only allowed to be used by people of age 18 years or older. We do not knowingly collect any personal information from children under 18. If you are under the age of 18, do not send any information about yourself to us, including your name, address, telephone numbers, or email address.