Terms and Conditions of Use 

These Terms and Conditions of Use (“Terms of Use”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and [Prossimo, or the Prossimo affiliate you are doing business with or including, but not limited to, RevV]  (“[Prossimo]“, “we”, “us”, or “our”), concerning your access to and use of the our platform, applications, software, websites, sub sites, as well as any other media form, media channel, mobile website, module, component, or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”). The Platform provides an online marketplace for our services, goods, products, and professional and educational content, and our hosted on-line community platform (collectively, the “Platform Offerings”). In order to help make the Platform a secure environment for the purchase and sale of Platform Offerings, all users are required to accept and comply with these Terms of Use. You agree that by accessing the Platform and/or the Platform Offerings, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND/OR THE PLATFORM OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted. 

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

The Platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act, Federal Information Security Management Act, etc.), so if your interactions would be subjected to such laws, you may not use this Platform. You may not use the Platform in a way that would violate the Gramm-Leach-Bliley Act. 

The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform or use of the Platform Offerings. 

INTELLECTUAL PROPERTY RIGHTS 

Unless otherwise indicated, the Platform and the Platform Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform or the Platform Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 

Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks. 

USER REPRESENTATIONS 

By using the Platform or the Platform Offerings, you represent and warrant that:(1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Platform or the Platform Offerings through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Platform for any illegal or unauthorized purpose; and (7) your use of the Platform or the Platform Offerings will not violate any applicable law or regulation. 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). 

You may not use the Platform or the Platform Offerings for any illegal or unauthorized purpose nor may you, in the use of Platform Offerings, violate any laws. Among unauthorized Platform Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of your account and a lifetime ban from use of the Platform. 

We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Platform or the Platform Offerings displayed or offered through the Platform. You understand and agree that the content of the Platform does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Platform’s content. We do not endorse or recommend any Platform Offerings and the Platform is provided for informational and advertising purposes only. 

USER REGISTRATION 

You may be required to register with the Platform. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. 

 PRODUCTS 

All products are subject to availability. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change. 

PLATFORM OFFERINGS 

All Platform Offerings are subject to availability, and we cannot guarantee that Platform Offerings will be in available. Certain Platform Offerings may be available exclusively online through the Platform. Such Platform Offerings may have limited quantities and are subject to return or exchange only according to our Return Policy. 

We reserve the right to limit the quantities of the Platform Offerings offered or available on the Platform. All descriptions or pricing of the Platform Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Platform Offerings at any time for any reason. We do not warrant that the quality of any of the Platform Offerings purchased by you will meet your expectations or that any errors in the Platform will be corrected. 

PURCHASES AND PAYMENT [update] 

We accept the following forms of payment: 

–  Visa 

–  Mastercard 

–  American Express 

If you purchase any of our paid services, you agree to pay us the applicable fees and taxes.  We may use a third-party payment processor to facilitate such payments (“Payment Processor”).  You agree to comply with the terms and conditions imposed by Payment Processor in connection with your payments. provide current, complete, and accurate purchase and account information for all purchases made via the Platform including Platform Offerings. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.  

Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. Payments may sometimes be settled in a currency other than US Dollar, but are still subject to laws of the State of [Delaware], United States. 

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us or Payment Processor to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our us or Payment Processor charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. 

If we have the legal obligation to pay or collect taxes for which you are responsible, that are levied or imposed by reason of use of the Platform or Platform Offerings, we reserve the right to invoice those amounts to you and you agree to pay them, unless you provide us with a valid and applicable tax exemption certificate, and you agree to indemnify us for any such taxes. 

We reserve the right to refuse any order placed through the Platform. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. 

PROHIBITED ACTIVITIES 

You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 

As a user of the Platform, you agree not to: 

  • Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. 
  • Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. 
  • Use a buying agent or purchasing agent to make purchases on the Platform. 
  • Use the Platform to advertise or offer to sell goods and services. 
  • Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein. 
  • Engage in unauthorized framing of or linking to the Platform. 
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. 
  • Make improper use of our support services or submit false reports of abuse or misconduct. 
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. 
  • Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform. 
  • Attempt to impersonate another user or person or use the username of another user. 
  • Sell or otherwise transfer your profile. 
  • Use any information obtained from the Platform in order to harass, abuse, or harm another person. 
  • Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise. 
  • Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform. 
  • Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform. 
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you. 
  • Delete the copyright or other proprietary rights notice from any Content. 
  • Copy or adapt the Platform’s software, including but not limited to HTML, JavaScript, CSS, or other code. 
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform. 
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). 
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software. 
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform, or any users of the Platform or Platform Offerings. 
  • Use the Platform in a manner inconsistent with any applicable laws or regulations. 

USER GENERATED CONTRIBUTIONS 

The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Platform and the Platform Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that: 

  •  The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. 
  •  You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use. 
  •  You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use. 
  •  Your Contributions are not false, inaccurate, or misleading. 
  •  Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. 
  •  Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). 
  •  Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. 
  •  Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another. 
  •  Your Contributions do not violate any applicable law, regulation, or rule. 
  •  Your Contributions do not violate the privacy or publicity rights of any third party. 
  •  Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. 
  •  Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors; 
  •  Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. 
  •  Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation. 

Any use of the Platform or the Platform Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform and the Platform Offerings. 

CONTRIBUTION LICENSE 

By posting your Contributions to any part of the Platform or making Contributions accessible to the Platform by linking your account from the Platform to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. 

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. 

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. 

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Platform; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions. 

CONTENT OF OTHERS 

[You understand and agree that when using, or viewing content, through the the Platform or Platform Offerings, you may be exposed to content from a variety of sources and that we are not responsible for with respect to the accuracy, usefulness, safety, or intellectual property rights of or relating to such content.  You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.  We do not endorse any content and expressly remain content neutral with respect to any content provided by any third party using the Platform or Platform Offerings; provided however, we will comply with laws regarding intellectual property infringement as described herein.] 

GUIDELINES FOR REVIEWS

We may provide you areas on the Platform to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative. 

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews. 

 

SOCIAL MEDIA 

As part of the functionality of the Platform, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platform. After enrolled, you may not have the ability to disable the connection between your account on the Platform and your Third-Party Accounts. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform. 

SUBMISSIONS 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform or the Platform Offerings (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. 

PLATFORM MANAGEMENT 

We reserve the right, but do not have the obligation, to: (1) monitor the Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform and the Platform Offerings. 

PRIVACY POLICY 

We care about data privacy and security. Please review our Privacy Policy:https://www.revvgo.com/privacy. By using the Platform or the Platform Offerings, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Platform and the Platform Offerings are hosted in the United States. [If you access the Platform or the Platform Offerings from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Platform, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.] 

COPYRIGHT INFRINGEMENTS 

We respect the intellectual property rights of others. If you believe that any material available on or through the Platform, including Platform Offerings, infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney. 

TERM AND TERMINATION 

These Terms of Use shall remain in full force and effect while you use the Platform and the Platform Offerings. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM AND THE PLATFORM OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM AND THE PLATFORM OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. 

CONFIDENTIAL INFORMATION 

You and we understand and agree that (a) any software utilized by us in the provision of the Platform and the Platform Offerings, and its respective source code; (b) data collected or derived by us; and (c) each party’s business or technical information, including, but not limited to, mailing lists, documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary, shall be deemed “Confidential Information.” However, nothing herein will prohibit or limit the receiving party’s use of the disclosing party’s Confidential Information that the receiving party can evidence by its written records (a) was previously known to it without an obligation not to disclose such information, (b) was independently developed by or for it without use of the disclosing party’s Confidential Information, (c) was acquired by it from a third party which was not, to the receiving party’s knowledge, under an obligation not to disclose such information, or (d) was or becomes publicly available through no breach of this Agreement 

The receiving party will protect the confidentiality of the disclosing party’s Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care. The receiving party will restrict access to the disclosing party’s Confidential Information to those of the receiving party’s and its affiliates’ employees and contractors who have a need to know such Confidential Information in connection with performing is obligations or exercising its rights under this Agreement, provided that such parties are bound by obligations of confidentiality at least as restrictive as the terms of this section. The foregoing obligations shall survive any expiration or termination of this Agreement.  A party may disclose the Confidential Information of the other party in the event such disclosure is required to be disclosed pursuant to court or government agency order or rule, and provided that, before disclosing any Confidential Information, such party provides reasonable notice of such order or rule, giving the other party opportunity to object to or limit such disclosure unless the party is prohibited from providing such notice under the applicable order or rule. 

MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Platform or Platform Offerings at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform or the Platform Offerings. We also reserve the right to modify or discontinue all or part of the Platform Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or the Platform Offerings. 

We cannot guarantee the Platform and the Platform Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform or the Platform Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform or the Platform Offerings during any downtime or discontinuance of the Platform or the Platform Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or the Platform Offerings or to supply any corrections, updates, or releases in connection therewith. 

GOVERNING LAW 

These Terms of Use and your use of the Platform and the Platform Offerings are governed by and construed in accordance with the laws of the State of [Delaware] applicable to agreements made and to be entirely performed within the State of [Delaware], without regard to its conflict of law principles. 

DISPUTE RESOLUTION 

Informal Negotiations 

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party. 

Binding Arbitration 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in [Newark, New Jersey]. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [Newark, New Jersey], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. 

In no event shall any Dispute brought by either Party related in any way to the Platform be commenced more than two (2) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

Restrictions 

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures, and you waive your right to any class action procedures against us, (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

Exceptions to Informal Negotiations and Arbitration 

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

Opt-Out Procedure  

YOU MAY CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO [ ___ ]. 

You must send us an Opt-Out Notice to opt out of the agreement to arbitrate. You must complete the Opt-Out Notice form by providing your name, address (including street address, city, state and zip code), and the user ID and email address associated with your account to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of this Terms of Use will continue to apply to you. Opting out of this Agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. 

CORRECTIONS 

There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice. 

DISCLAIMER 

THE PLATFORM AND THE PLATFORM OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, THE PLATFORM OFFERINGS, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT, MARKETPLACE OFFERING’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS PLATFORM OR MARKETPLACE OFFERING AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM OR PLATFORM OFFERINGS, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR THE PLATFORM OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM OR THE MARKETPLACE OFFERINGS. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. 

LIMITATIONS OF LIABILITY 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR THE PLATFORM OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 

INDEMNIFICATION 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Platform; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

USER DATA 

We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform and Platform Offerings, as well as data relating to your use of the Platform and Platform Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES 

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. 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 BY US OR VIA THE PLATFORM. 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 any means other than electronic means. 

CALIFORNIA USERS AND RESIDENTS 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254. 

MISCELLANEOUS 

These Terms of Use and any policies or operating rules posted by us on the Platform and the Platform Offerings, or in respect to the Platform and Platform Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Platform or use of the Platform Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. 

CONTACT US 

In order to resolve a complaint regarding the Platform or the Platform Offerings or to receive further information regarding use of the Platform or the Platform Offerings, please contact us at: support@revvgo.com.