Terms and Conditions

REVSEND LLC

CORPORATE TERMS OF SERVICE

Last Updated: November 14, 2024

TABLE OF DEFINED TERMS

The following terms shall have the meanings set forth below when used in this Agreement

"Account" means a Customer's registered account on the Platform

"Admin" means a user with administrative privileges on an Account

"Beta Features" means pre-release or experimental features

"Customer" means the entity or individual accessing the Services

"Fees" means all charges payable to RevSend

"Gift" means any digital or physical item sent through the Platform

"Marketplace" means RevSend's collection of available Gifts

"Personal Information" means information relating to an identified person

"Platform" means RevSend's gift management software and services

"Recipient" means any individual designated to receive a Gift

"Services" means all services provided by RevSend

"Terms" means these Corporate Terms of Service

TABLE OF CONTENTS

1. Introduction and Agreement Overview

2. Services Overview

3. Account Terms

4. Gift Platform Services

5. Payment Terms and Platform Funds

6. Data Privacy and Security

7. Intellectual Property Rights

8. Platform Usage and Restrictions

9. Warehouse Services

10. Shipping and Delivery

11. Warranties and Disclaimers

12. Limitation of Liability

13. Indemnification

14. Term and Termination

15. Dispute Resolution

16. General Provisions

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 15.

1. INTRODUCTION AND AGREEMENT OVERVIEW

1.1 Agreement Formation

1.1.1 This Corporate Terms of Service ("Agreement") is entered into between RevSend LLC, owner and operator of RevSend website, platform and all associated services ("RevSend," "we," "us," or "our") and the entity or individual accessing or using our Services ("Customer," "you," or "your").

1.1.2 By accessing or using the Services, Customer represents and warrants that:

(a) It has read and understood this Agreement;

(b) It has the authority to enter into this Agreement;

(d) It agrees to be bound by all terms and conditions herein.

1.2 Scope of Agreement

1.2.1 This Agreement governs:

(a) Customer's access to and use of the Platform;

(b) All Services provided by RevSend;

(d) All related transactions and interactions.

1.2.2 This Agreement includes by reference:

(a) RevSend's Privacy Policy;

(b) Any applicable Order Forms;

(d) Any terms incorporated by reference herein.

2. SERVICES OVERVIEW

2.1 Platform Services

2.1.1 RevSend provides the following core services:

(a) Digital and physical gift sending capabilities;

(b) Gift campaign management tools;

(d) Gift delivery tracking and analytics;

(e) Inventory management (Pro Plan only); and

(f) Related support services.

2.2 Service Modifications

2.2.1 RevSend reserves the right to:

(a) Modify or discontinue any Service features;

(b) Update the Platform functionality;

(d) Alter any aspect of the Services.

2.2.2 RevSend will provide reasonable notice of material changes through:

(a) Platform notifications;

(b) Email communications; or

2.3 Service Levels

2.3.1 RevSend will provide the Services:

(a) In a professional manner;

(b) Consistent with industry standards;

(d) In accordance with applicable laws.

3. ACCOUNT TERMS

3.1 Account Creation and Management

3.1.1 To access the Services, Customer must:

(a) Create an Account with accurate information;

(b) Maintain current Account information;

(d) Comply with all Account requirements.

3.1.2 Customer is responsible for:

(a) All activity occurring under its Account;

(b) Maintaining Account security;

(d) Ensuring proper Account permissions.

3.2 User Roles and Permissions

3.2.1 Admin users may:

(a) Manage platform funds;

(b) Set user permissions;

(d) Access all platform features.

3.2.2 Standard users may:

(a) Send gifts within assigned budgets;

(b) Access permitted features; and

4. GIFT PLATFORM SERVICES

4.1 Gift Types and Availability

4.1.1 Available Gift types include:

(a) Digital gift cards;

(b) Physical merchandise;

(d) Marketplace selections.

4.2 Gift Cards

4.2.1 Digital gift card terms:

(a) Expire if unredeemed after one year;

(b) Are subject to terms of third-party providers or vendors upon redemption; Recipients will be presented with these terms, and by redeeming, they authorize the provider to use their personal information for gift card issuance and processing. RevSend has no control over the practices of these third-party providers and is not responsible or liable for any actions of these third-party providers. Recipients are solely responsible for reviewing the terms and policies of any third-party websites they access in connection with RevSend Services;

(d) Non-refundable once redeemed.

4.2.2 Issuance and Redemption

Digital Gift Cards are issued by third-party providers. Gift Cards are subject to additional terms and conditions, which are disclosed to the Recipient at the time of redemption. Digital Gift Cards are delivered electronically to Recipients via email at an email address specified by the Recipient. RevSend will only purchase and issue a Gift Card to a Recipient once the Recipient has accepted the gift card.

4.2.3 Gift Card Selection

Clients may pre-select specific Gift Cards or collections of Gift Cards to make available to Recipients or may allow Recipients to choose from all options available on the Platform.

4.2.4 Physical Gift Card

Each physical gift card is issued by a third-party provider and is subject to additional third-party terms and conditions, which will be disclosed to the Recipient at the time of redemption. This redemption option is only available to Recipients located within the United States. Physical gift cards will be mailed to the physical address provided by the Recipient. Additional fees may apply if a physical gift card is included as a redemption option

4.3 Order Cancellation

4.3.1 Cancellation rules:

(a) Digital gifts cancellable within 7 days if unredeemed;

(b) Physical gifts cancellable if not processed;

(d) No refunds for undeliverable items.

4.4 Prohibited Items

4.4.1 The following items are prohibited from being offered, sent, or distributed through the Platform:

(a) Tobacco products;

(b) Illegal items;

(d) Items prohibited by applicable law.

4.5 Marketplace Vendors

4.5.1 Regarding marketplace transactions:

(a) RevSend acts solely as facilitator;

(b) Vendor terms apply to all purchases;

(c) RevSend, to the fullest extent permitted by law, makes no warranties regarding Vendors and disclaims all liability for any acts, omissions, or conduct of Vendors; and

(d) Vendor availability may vary.

4.6 Beta Features

4.6.1 Beta Features are provided:

(a) "AS IS" without warranty;

(b) Subject to modification or discontinuation at RevSend's sole discretion;

(d) For evaluation purposes only.

5. PAYMENT TERMS AND PLATFORM FUNDS

5.1 Payment Methods

5.1.1 RevSend accepts the following payment methods:

(a) Credit card (subject to 3% transaction fee);

(b) ACH transfer (no additional fee); and

5.2 Platform Funds

5.2.1 Funds management:

Customers may deposit funds into their Platform account to be used for gifts and services available on the Platform. Such funds are:

(a) Transferable between users within same Account;

(b) Unused funds are refundable within one year via ACH or check;

5.3 Subscription Plans

5.3.1 Available plans:

(a) Starter Plan: $19 per user per month;

(b) Pro Plan: Custom enterprise pricing;

(d) Annual contracts per separate order form.

5.4 Tax Liability

5.4.1 Customer responsibility:

(a) Determining applicable taxes;

(b) Collecting and remitting all taxes;

(d) Compliance with tax regulations.

5.4.2 RevSend's role:

(a) Prices exclusive of taxes;

(b) No tax advice provided;

(d) May charge applicable taxes separately.

6. DATA PRIVACY AND SECURITY

6.1 Personal Information Collection

6.1.1 RevSend collects:

(a) Recipient contact information;

(b) Delivery addresses;

(d) Account user information.

6.2 Data Usage

6.2.1 Personal Information used for:

(a) Service provision;

(b) Order processing;

(d) Customer support.

6.2.2 Data Retention
Personal information will be retained for no longer than necessary to fulfill the purposes outlined in this section, or as required by applicable law. Once personal information is no longer necessary for these purposes, it will be securely deleted, anonymized, or pseudonymized, in accordance with legal and regulatory requirements.

6.3 California Privacy Rights (CCPA)

6.3.1 California residents' rights:

(a) Access Personal Information;

(b) Request deletion;

(d) Non-discrimination rights.

6.4 Data Security

6.4.1 RevSend maintains:

(a) Industry-standard security measures to protect personal information from unauthorized access, use, or disclosure.;

(b) Access controls;

(d) Security monitoring.

6.5 Data Breach

6.5.1 While RevSend strives to secure information, it cannot guarantee complete protection against malicious activities. In the event of a data breach, RevSend will take all legally required actions to mitigate the impact. In event of breach, RevSend will specifically:

(a) Notify affected customers within 72 hours;

(b) Provide breach details;

(d) Assist with reasonable investigation; and

(e) Take any other actions required by law or customary in industry standards.

6.6 Data Transfer in Business Transactions

While RevSend has no current plans to merge, be acquired, or sell its business, such a transaction may occur in the future. In that event, RevSend will notify customers of the transfer of personal information to the successor entity, which will be required to handle the information in a manner consistent with these terms and applicable privacy laws. However, RevSend shall not be liable for the successor entity’s actual compliance with these standards.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 RevSend IP

7.1.1 RevSend retains all rights to:

(a) Platform software and technology;

(b) Service designs and features;

(d) Related intellectual property.

7.1.2 Customer receives limited license to:

(a) Access the Platform;

(b) Use the Services;

(d) Access permitted features.

7.2 Customer Content

7.2.1 Customer retains rights to:

(a) Account information;

(b) Customer-provided content;

(d) Customer data.

7.3 Feedback License

7.3.1 Customer grants RevSend rights to:

(a) Use provided feedback;

(b) Implement suggestions;

(d) Incorporate feedback without compensation.

8. PLATFORM USAGE AND RESTRICTIONS

8.1 Acceptable Use

8.1.1 Customer agrees to:

(a) Use Services for legitimate business;

(b) Comply with applicable laws;

(d) Respect intellectual property rights.

8.2 Prohibited Activities

8.2.1 Customer shall not:

(a) Circumvent platform security;

(b) Use automated systems without written permission from RevSend;

(d) Share account access unauthorized.

(e) Attempt to gain unauthorized access to other users' accounts or platform data;

(f) Upload or distribute malware or harmful code through the platform;

(g) Violate any applicable laws or regulations through platform use.

8.3. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes via email. To ensure clear consent, your continued use of the Services after any updates will require you to expressly accept the changes by clicking 'I agree.

9. WAREHOUSE SERVICES (PRO PLAN)

9.1 Storage Terms

9.1.1 Warehouse services include:

(a) Storage at Downey, California facility;

(b) Standard security measures;

(d) Inventory management.

9.2 Liability Limitations

9.2.1 RevSend's warehouse liability limited to:

(a) $100 per lost/damaged item;

(b) $1,000 per occurrence;

(d) A lesser amount if appropriate due to specific circumstances or applicable legal provisions.

10. SHIPPING AND DELIVERY

10.1 Shipping Services

10.1.1 RevSend utilizes:

(a) UPS;

(b) USPS;

(d) Other selected carriers.

By submitting items for shipment, the Customer authorizes RevSend and its selected carriers to process, transport, and provide all necessary information for the delivery of the items.

10.2 Processing Times

10.2.1 Standard processing:

The following processing times apply to different types of gifts and items:

(a) Digital gifts: 24 hours;

(b) Physical gifts: 24-48 business hours; and

All processing times are subject to inventory availability and other factors beyond RevSend’s control.

11. WARRANTIES AND DISCLAIMERS

11.1 Limited Warranty

11.1.1 RevSend warrants:

(a) Professional service delivery;

(b) Industry standard performance;

(d) Qualified personnel.

11.2 WARRANTY DISCLAIMER

11.2.1 EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF:

(a) MERCHANTABILITY;

(b) FITNESS FOR PURPOSE;

(d) ERROR-FREE OPERATION.

12. LIMITATION OF LIABILITY

12.1 Liability Cap

12.1.1 RevSend’s liability, whether in connection with the provision of Services, use of the Platform, or any other matters arising under these Terms, is limited to:

(a) Fees paid in prior 12 months;

(b) $1,000 for warehouse claims; or

12.2 EXCLUDED DAMAGES

12.2.1 NO LIABILITY FOR:

(a) INDIRECT DAMAGES;

(b) LOST PROFITS;

(d) CONSEQUENTIAL DAMAGES.

13. INDEMNIFICATION

13.1 Customer Indemnification

13.1.1 Customer shall indemnify RevSend against:

(a) Usage violations;

(b) Content violations;

(d) any false, misleading, or inaccurate information you provide to RevSend or submit through the Platform; and

(d) Third-party claims.

14. TERM AND TERMINATION

14.1 Term

14.1.1 Agreement continues until:

(a) Customer cancellation with notice;

(b) RevSend termination; or

14.2 Effects of Termination

14.2.1 Upon termination:

(a) Access ceases immediately;

(b) Fees due are payable;

(d) Confidentiality obligations survive.

15. DISPUTE RESOLUTION

15.1 Governing Law and Jurisdiction

15.1.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15.1.2 Jurisdiction

(a) Any disputes shall be subject to the exclusive jurisdiction of the courts located in Los Angeles County, California.

(b) Where applicable, disputes may also be subject to the jurisdiction of federal courts in the United States.

15.2 Arbitration Agreement

15.2.1 Disputes resolved by:

(a) JAMS arbitration;

(b) Los Angeles County location;

(d) English language proceedings.

15.3 Class Action Waiver
To the fullest extent permitted by law, both the Customer and RevSend agree that any disputes or claims arising out of or relating to this Agreement, the Platform, or the services provided, will be resolved on an individual basis only. Neither party shall have the right to participate in or bring any class, collective, or representative action against the other party in court or arbitration. Any relief awarded shall apply solely to the individual claim brought and cannot affect other Customers or Users of the Platform.

16. GENERAL PROVISIONS

16.1 Force Majeure

16.1.1 No liability for failures due to:

(a) Natural disasters;

(b) Government actions;

(d) Events beyond reasonable control.

16.2 Assignment

16.2.1 Assignment terms:

(a) Customer requires RevSend consent;

(b) RevSend may freely assign this Agreement, including in the event of a merger, acquisition, or sale of its business;

(d) Obligations transfer with assignment.

16.3 Entire Agreement

16.3.1 This Agreement:

(a) Constitutes complete understanding;

(b) Supersedes prior agreements;

(d) Incorporates referenced documents.

17. CONFIDENTIALITY

17.1 Definition of Confidential Information

17.1.1 "Confidential Information" means any non-public information that:

(a) Is designated as confidential;

(b) Would reasonably be understood to be confidential;

(d) Relates to:

(i) Platform technology and features;

(ii) Pricing and business strategies;

(iii) Customer or Recipient data;

(iv) Product roadmaps or plans; or

(v) Proprietary business information.

17.2 Confidentiality Obligations

17.2.1 Each party agrees to:

(a) Maintain strict confidentiality;

(b) Use at least reasonable security measures;

(d) Not disclose to third parties, except as outlined in these Terms and Conditions; and

(e) Notify if disclosure is required by law.

17.3 Exclusions

17.3.1 Confidential Information does not include information that:

(a) Was publicly known when received;

(b) Becomes publicly known through no fault of recipient;

(d) Was rightfully received from a third party.

17.4 Term of Confidentiality

17.4.1 Confidentiality obligations:

(a) Continue for 3 years after termination;

(b) Survive any termination of this Agreement;

(d) Bind successors and assigns.

18. NOTICES

18.1 Legal Notices

18.1.1 All legal notices must be:

(a) In writing;

(b) In English;

(i) Certified mail;

(ii) Overnight courier;

(iii) Personal delivery; or

(iv) Email with confirmation.

18.1.2 Notices to RevSend shall be sent to:

Legal Department

RevSend LLC

[Address[TP1] ]

legal@revsend.com

18.1.3 Notices to Customer shall be sent to:

(a) Address in Customer's Account; or

(b) Email address of Account administrator.

18.2 Electronic Notices

18.2.1 Customer consents to receive non-legal notices via:

(a) Platform notifications;

(b) Dashboard alerts;

(d) Other electronic communications.

18.3 Notice Effectiveness

18.3.1 Notices are effective upon:

(a) Receipt of email confirmation;

(b) Signed delivery confirmation;

(d) Immediate for platform notifications.

19. ENHANCED INDEMNIFICATION

19.1 Customer Indemnification Obligations

19.1.1 Customer shall defend, indemnify, and hold harmless RevSend from claims arising from:

(a) Platform usage violations;

(b) Content violations, including:

(i) Intellectual property infringement;

(ii) Privacy rights violations;

(iii) Defamation claims;

(i) Gift regulations;

(ii) Tax requirements;

(iii) Export controls;

(d) Third-party claims related to:

(i) Gift recipients;

(ii) Customer's employees;

(iii) Customer's contractors.

19.2 Indemnification Procedures

19.2.1 RevSend shall:

(a) Promptly notify Customer of claim;

(b) Cooperate in defense;

(d) Approve reasonable settlements.

19.3 Indemnification Limitations

19.3.1 Customer's indemnification obligations exclude claims arising from:

(a) RevSend's gross negligence;

(b) RevSend's willful misconduct;

(d) RevSend's violation of law.

20. PUBLICITY AND REFERENCES

20.1 Marketing Rights

20.1.1 Unless Customer opts out in writing, RevSend may:

(a) Use Customer's name and logo on RevSend's website;

(b) List Customer as a client in marketing materials;

(d) Include Customer in client lists.

20.1.2 Additional marketing activities require written consent:

(a) Case studies;

(b) Press releases;

(d) Detailed success stories.

20.1.3 Customer may revoke general marketing permissions by:

(a) Written notice to legal@revsend.com; or

(b) Written notice to Customer's RevSend account representative.

20.1.4 RevSend will comply with any such revocation request within ten (10) business days of receipt.

CONTACT INFORMATION

For questions or notices regarding these Terms:

Email: contact@revsend.com

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