Terms & Conditions‍

Last updated: April 1, 2024

These Terms and Conditions (the “Agreement”) are agreed to by and between the purchaser identified as the Client in the online order (the “Client”) and RevTap Technologies, LLC, a Texas limited liability company (“RevTap”). This Agreement is effective as of the date of Client’s indication of its intent to be bound hereto by submission of its electronic signature (“Effective Date”), and along with any policies of RevTap linked herein represents the entire contract for Client’s purchase and use of RevTap products and services. Each of RevTap and Client are referred to herein, from time to time, as a “Party” and collectively, as the “Parties.”

The Parties hereby consent to do business electronically, and Client’s entry by any means of its signer’s name and population of the online field provided by Company expressly designated indicating Client’s electronic signature to this Agreement shall be deemed the act of such person on behalf of Client under Sec. 322.009 of the Texas Business and Commerce Code and any other applicable law, and is agreed to be as effective as though such was a manually executed signature for this Agreement (including any and all policies of RevTap referenced herein, without further signature required). This Agreement may also be executed in one or more counterparts, including via electronic signatures, and each counterpart will be deemed to be an original, all of which together will constitute one and the same instrument, without necessity of production or the others. In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:

1. RevTap Package(s) and RevTap Tags.
1.1 Services are deemed accepted upon provision. Monthly charges shall occur and remain due in the event of any chargeback, with any nonconformity resolved exclusively through the warranty process provided in this Agreement. All fees and expenses are non-refundable except as a resolution of warranty claim, in RevTap’s discretion.

1.2 RevTap agrees to non-exclusively provide Client with certain marketing services (the "Services") and related deliverables (the “Deliverables”) as set forth in the RevTap Packages selected by Client in any online order referencing this Agreement (collectively referred to herein as, an “RevTap Package(s)”, in consideration for which Client agrees to pay RevTap on the pricing and frequency selected for the applicable RevTap Package(s), including any applicable minimum term provided to obtain the pricing offered. RevTap will provide the Services and Deliverables in a professional and workmanlike manner in accordance with commercially reasonable standards and practices for similar services, but in no event will RevTap be obligated to perform any services beyond those Services and Deliverables expressly and specifically listed in the selected RevTap Package(s).

1.3 Client agrees to cooperate in good faith to achieve completion of the Services and Deliverables in a timely manner in accordance with the schedule specified in any RevTap Package(s). RevTap shall bear no liability or otherwise be responsible for delays, inaccuracies, or other errors and omissions in the provision of the Services or Deliverables, or any portion thereof, caused or occasioned by Client or Client's failure to timely complete a Client task or adhere to a Client responsibilities as reasonably necessary for any RevTap Package(s), as timely and accurate cooperation is a precondition to RevTap’s performance hereunder.

1.4 RevTap Package(s) may include a complimentary NFC RFID stand or sticker that can be programmed to direct devices interacting with it to the Client’s Google Business Profile, thus inviting a review to be left by the device user (such Deliverables, the “RevTap Tags”). RevTap Tags may also be purchased separately. Client understands the RevTap Tags are provided “AS IS” and accepts responsibility for the appropriate use of any and all information gathered or further collected by its use of RevTap Tags, and the interaction of the RevTap Tags third party devices.

2. Payment Terms
2.1 Services are deemed accepted upon provision. Monthly charges shall occur and remain due in the event of any chargeback, with any nonconformity resolved exclusively through the warranty process provided in this Agreement. All fees and expenses are non-refundable except as a resolution of warranty claim, in RevTap’s discretion.

2.2 The amounts payable to RevTap set forth in the RevTap Package(s) are exclusive of any sales or use or other taxes or governmental charges, for which Client shall remain solely responsible. RevTap is authorized to charge Client using the payment method provided in the online order on a monthly basis for all fees as provided in an RevTap Package(s). If past due amounts owing from Client due to charge backs or other inability to collect from the payment method provided, the unpaid amount shall accrue interest at the lower of 1.5% per month or the rate allowed by applicable law, calculated from the original date of invoice receipt. Without limiting any of its other remedies, RevTap may immediately suspend Services, and withhold unpaid Deliverables, until overdue amounts and interest are paid in full.

3. Intellectual Property Rights.
Except as described below, any Deliverables in their customized form as such are first produced or created for Client by RevTap under an RevTap Package(s) incorporating this Agreement shall be the property of Client and shall be considered works made for hire under this Agreement. Notwithstanding the foregoing, RevTap does not assign and shall continue to own outright all RevTap Proprietary Information used in connection with the performance of the Services, even if integrated into the Deliverables, and such is therefore not assigned as works made for hire or otherwise. RevTap hereby grants, subject to receipt of payment by Client and the terms and conditions herein and in any related RevTap Package(s), a perpetual, worldwide, non-exclusive, non-transferable license in all aspects of RevTap Proprietary Information integrated into the Services and Deliverables for Client to use, reproduce, publicly perform, publicly display, and prepare derivative works therefrom for Client’s own internal marketing purposes, but not for resale, sublicense or commercial distribution outside of Client and its Affiliates, and so long as not in competition with RevTap. RevTap reserves and is licensed back the right to use in its own marketing what it produces for Client as a demonstration of RevTap’s capabilities and previous work, and Client grants RevTap the right to use Client’s trademark and tradename for descriptive purposes of its past work history. Client is responsible for obtaining any releases and authorizations from third parties related to any intellectual property it provides to RevTap, such as may be associated with or integrated within any prop, costume, likeness, logo, icon, image, music, script, spoken words, or other work used in the Services and Deliverables. Client warrants that it will properly obtain such releases and authorizations prior to any use by Client, RevTap or any other necessary third party related to the Services or Deliverables.

4. Representations, Limited Warranties and Disclaimer.
4.1 RevTap warrants solely that the Services provided hereunder and Deliverables at the time of delivery will be performed in a professional and workmanlike manner consistent with generally accepted industry standards in conformance with specifications of any RevTap Package(s).

4.2 REVTAP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLWEDGES THAT THE NATURE OR OUTCOMES OF SOCIAL MEDIA PRESENCE AND MARKETING EFFORTS CANNOT BE GUARANTEED. THE SERVICES ARE PROVIDED “AS-IS'' AND REVTAP MAKES NO GUARANTEES OR ASSURANCES THAT THE SERVICES, THE DELIVERABLES, OR RESULTS OBTAINED THEREBY CAN OR WILL ACHIEVE CLIENT’S SPECIFIC OBJECTIVES OR GOALS.

4.3 Any claim that the Services or Deliverables do not comply with the limited warranty set forth in Section 4.1 must be reported to RevTap in writing within ten (10) days. After such time, any such warranty claims are void. Client's sole and exclusive remedy for a breach of the limited warranty described in Section 4.1 shall be, at RevTap’s sole option, (i) re-performance of the non-conforming Services; or (ii) a refund of the pro rata amount of the fees allocable to such non-conforming Services.
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4.4 RevTap’s maximum liability for any breach of warranty hereunder shall be a refund of the applicable Services fees paid under this Agreement.

4.5 NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE WITHIN OR WITHOUT THIS AGREEMENT TO THE CONTRARY, AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REVTAP OR ITS AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR TYPE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR LOST PROFITS, REVENUES OR INFORMATION, LOSS OF DATA, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL REVTAP’S AGGREGATE LIABILITY (AS WELL AS THE LIABILITY, IF ANY, OF ANY OFFICER, DIRECTOR, PARTNER, EMPLOYEE, AFFILIATE, OR ANY OF REVTAP’S SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEE’S, AS THE CASE MAY BE) FOR ANY CLAIMS RELATING TO THE SERVICES, OR THIS AGREEMENT, EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO REVTAP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

4.6 Client understands and agrees that it shall remain the sender of any email or other digital messages under the U.S. CAN-SPAM Act and Canada’s Anti-Spam Legislation (CASL), and remains the Controller or Processor of data under the EU General Data Protection Regulation (GDPR), as applicable. As such, Client agrees that it is responsible for ensuring lawful grounds for the sending of email or other digital messages, as well as for the processing of any information reasonably capable of relating to an identified or identifiable natural person (“Personal Data”). Client represents and warrants that RevTap may rely on Client’s assurances herein of its own lawful grounds for communicating with and processing the Personal Data of any data subjects whose Personal Data is provided to RevTap, or otherwise made accessible pursuant to this Agreement. RevTap agrees it will only process any such Personal Data in its role as a Service Provider to Client, as such term is defined under the California Consumer Privacy Act of 2018 (CCPA) as amended and analogs in other state statutes related to consumer privacy, and not use Personal Data for any reason other than as required by applicable law. Any access by RevTap to any Personal Data of Client will be from within Client’s own platforms and applications, or in data sets provided by Client or accessed by RevTap for the purpose of having RevTap perform marketing for Client, and in either case any use/access shall be for the sole purpose of providing the Services herein to Client, and not for RevTap’s own separate use. Client agrees to request, direct and use the Services and Deliverables in compliance with all laws, and understands that RevTap is relying on the integrity and lawfulness of the data and information Client provides, as well as Client’s representation that it has lawful grounds to use any Personal Data provided to RevTap, or collected at RevTap’s direction. Client represents that in using the Services and Deliverables, it will have diligently carried out its own responsibilities under all applicable privacy laws, and agrees that it will not provide RevTap with any Personal Data or any data, content, or information of any kind that is obscene, illegal, or violates the intellectual property, privacy, or other rights of third parties. Client agrees the Data Protection Addendum (“DPA”) is a part of this Agreement and incorporated by reference herein and is subject to revision from time to time as necessary to comply with US state laws.

5. Term and Termination.
5.1 This Agreement commences on the Effective Date, and shall renew and continue in force on a monthly basis unless terminated with 30-days’ notice by either Party. In addition, RevTap may also terminate this Agreement, and any RevTap Package(s)’s then in effect, immediately if Client’s use of the Services and Deliverables violates Applicable Law or adversely impacts RevTap’s ability to provide services to other customers.

5.2 If RevTap terminates for Client’s failure to pay any amounts owing under any RevTap Package(s), or if Client is delinquent in payments to RevTap at the time of its own termination or thereafter, RevTap, at its option and discretion, and without limiting any other remedies it may have, may terminate any licenses granted herein that are related to such unpaid Services and Deliverables, and RevTap is hereby granted by Client a lien on unpaid Deliverables as well as any revenue generated by such unpaid Services and Deliverables in the total amount of any unpaid fees due under this Agreement or any RevTap Package(s).
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6. Release and Indemnification.
Client agrees to release and defend, indemnify and hold harmless RevTap, its Affiliates, and their officers, directors, agents, representatives, contractors and employees from and against any costs, damages, expenses (including reasonable attorneys fees) judgments, liabilities, losses and penalties, arising out of any action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, litigation, arbitration, mediation or other legal proceeding, or notice, because of (i) Client’s material breach of this Agreement; (ii) Client’s violation of any Applicable Law; (iii) the way in which Client instructs RevTap to post on its behalf online, whether in a social media post or review response; and (iv) the infringement of rights (including, without limitation, the intellectual property rights, proprietary rights, rights to privacy and rights to publicity), defamation, or any other injury or harm caused to any person or entity by the material or instructions supplied by Client, including processing instructions related thereto.

7. Confidentiality and Non-Use.
7.1 By virtue of this Agreement, each Party hereto may disclose to the other Party information that is confidential and otherwise proprietary. In the event of any conflict between the terms of this Agreement and any previously or contemporaneously executed non-disclosure agreement, the terms of this Agreement shall control.
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7.2 Subject to the exceptions listed below, a Party's "Confidential Information" shall be defined as information disclosed by such Party to the other Party or its Affiliates and clearly marked or otherwise clearly designated prior to disclosure as "confidential,” and (b) information disclosed by such Party or its Affiliates to the other Party which the other Party should reasonably understand is confidential by reason of the nature of such information and/or the circumstances of its disclosure to the other Party. RevTap Proprietary Information, and the terms and pricing of this Agreement, shall be deemed Confidential Information under this Agreement. However, a disclosing Party's Confidential Information shall not include any information that: (i) is or becomes a part of the public domain through no act or omission of the receiving Party in violation of this Agreement or Applicable Laws; (ii) was in the receiving Party's lawful possession without any obligation of confidentiality or restriction on use prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the receiving Party by a third party without any obligation of confidentiality or restriction on use; or (iv) is independently developed before disclosure by the receiving Party by employees or agents without access to the disclosing Party's Confidential Information.
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7.3 Each Party agrees, for the term of this Agreement and five (5) years after its expiration or termination (provided that any Confidential Information that constitutes a trade secret shall remain subject to the terms of this Section for so long as such information is protected under applicable trade secret law), to hold the other Party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the disclosing Party to receive such Confidential Information, and not to use such Confidential Information for any purpose except as necessary to perform under this Agreement. Each Party agrees to take reasonable steps, but in no event less than taken to protect their own Confidential Information, to protect the other Party's Confidential Information and to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the receiving Party as a matter of law or by order of a court, provided that the receiving Party uses reasonable efforts to provide the disclosing Party with prior notice of such obligation to disclose, and reasonably assists disclosing Party in any effort to obtain a protective order (at the disclosing Party’s reasonable expense).
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8. Independent Contractors.
RevTap shall perform the Services and provide the Deliverables, as applicable, as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, agency, or employment relationship between the Parties. Neither Party shall take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other Party and shall have no power or authority to bind the other Party to assume or create any obligation or responsibility express or implied on the other Party's behalf or in its name, nor shall such Party represent to any one that it has such power or authority.
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9. Governing Law; Dispute Resolution.
‍This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to the principles of conflicts of laws thereof. Should a dispute, controversy, or claim other than a collection claim brought by RevTap for which Client does not plead a substantive defense or counterclaim (each, a “Dispute”) develop between the Parties under this Agreement (including without limitation, one respecting the validity, material breach, suspension, or termination hereof, or the validity of this Section), or the Services or Deliverables, the procedures set forth below shall apply (collectively, the “Procedures”). The Procedures HEREIN, INCLUDING THE SEQUENTIAL PROCESS FOR NEGOTIATION, MEDIATION, AND ARBITRATION AND/OR COLLABORATIVE LAW, SHALL BE THE EXCLUSIVE MECHANISM(S) AVAILABLE TO THE PARTIES FOR RESOLVING ALL DISPUTES HEREUNDER AND THE PARTIES HEREBY WAIVE THEIR RIGHT TO LITIGATION IN COURT AND TO A TRIAL BY JURY. Collections claims by RevTap for which Client does not plead a substantive defense or counterclaim may be brought by RevTap in the state or federal courts, as applicable, of Travis County, Texas, and the Parties hereby submit to the personal jurisdiction of the state and federal courts, as applicable, located in Travis County, Texas.

‍9.1 Negotiation: In the event of a Dispute, the Parties must first attempt to informally negotiate and resolve their conflict through good faith meeting(s) between Client’s key executive(s) with decision-making authority and RevTap’s CEO. If, after ten (10) days following the commencement of negotiations by either Party’s written request to negotiate, the Parties have failed to resolve the Dispute, the Parties may seek resolution by mediation as more fully set forth below if both so agree to do so. All negotiations commence upon the provision of written notice from one Party to the other Party identifying the Dispute and requesting the opportunity to negotiate a resolution. Either Party may seek equitable relief, such as an injunction, prior to or during the negotiations in order to preserve the status quo and protect its interests during the process. All communications, whether oral or written, are confidential and will be treated by the Parties as compromise & settlement negotiations for the purposes of the Federal Rules of Evidence as well as any applicable, corresponding state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiations.

9.2 Mediation: Subject to the above process for Negotiation, the Parties may mutually agree to thereafter submit the Dispute to confidential mediation for a good faith resolution. The mediation must be administered by the American Arbitration Association under its Commercial Mediation Rules and shall take place in Austin, Texas. The version of the rules that should apply are those currently in effect at the time of the Dispute. The mutually agreed mediation shall commence upon the Parties’ provision of a joint, written request for mediation and proposed mediation service. Such request shall include a sufficient description of the Dispute. Each Party shall cooperate with the mediation service in all reasonable respects and participate in good faith wherever required. Mediation fees and expenses shall at the time of such mediation, be borne equally by the Parties. All communications, whether oral or written, are confidential and will be treated by the Parties as compromise & settlement negotiations for the purposes of Federal Rule of Evidence 408 as well as any applicable, corresponding state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Party may seek equitable relief, such as an injunction, prior to or during the mediation in order to preserve the status quo and protect its interests during the process. If, after the earlier of: (i) either Party’s refusal to mediate at any time following Negotiations; (ii) sixty (60) days following a request for mediation hereunder without commencement of such mediation; or (ii) completion of the initial mediation session, the Parties have still not come to a resolution for any reason (including a failure to actually mediate), they shall seek to resolve the Dispute by binding arbitration or the Collaborative Law process, as more fully set forth and defined below. Until such time, binding arbitration may not be pursued by the Parties.
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9.3 Arbitration; Collaborative Law: Subject to the process for Negotiation and Mediation above, either Party may thereafter demand and commence neutral, binding arbitration, or if both Parties agree to do so, they may forego arbitration and seek resolution via the Collaborative Law process with their own attorneys utilizing the Protocols of Practice for Collaborative Lawyers as such are at that time adopted by the Global Collaborative Law Council (“Collaborative Law Process”). If arbitration is selected and demanded by at least one of the Parties, it shall be utilized, and shall be conducted on a confidential basis and shall take place before the American Arbitration Association under their Commercial Arbitration Rules in Austin, Texas, unless mutually agreed elsewhere or via virtual methods. The version of the rules that will apply are those in effect at the time of the Dispute. The arbitration shall be conducted by a single arbitrator appointed by the Parties within fifteen (15) days after delivery of the demand for Arbitration. In the event the Parties fail to so appoint a person to serve as arbitrator, the AAA shall appoint an appropriate arbitrator within five (5) days after the expiration of such fifteen (15) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the Parties to the action and who has at least ten (10) years of experience in the practice of law with experience in contract and licensing matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement, and the arbitrator's award shall be made within thirty (30) days following such completion. The Parties may agree to extend the time limits specified in the foregoing sentence. Each Party shall cooperate with the arbitrator in all reasonable respects and participate in good faith wherever required. Either Party may seek equitable relief, such as an injunction, prior to or during an arbitration or Collaborative Law Process in order to preserve the status quo and protect its interests during the process. The Parties agree to maintain confidentiality as to all aspects of the arbitration or Collaborative Law Process, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a Party from disclosing information regarding the arbitration or Collaborative Law Process for purposes of enforcing an award. The Parties further agree to obtain any arbitrator's agreement to preserve the confidentiality of the arbitration.

Exclusive jurisdiction for the entry of final and binding judgment upon any award rendered by an arbitrator, enforcement of any mediated settlement agreement, or as to any permissible action relating to this Agreement shall be in the state or federal courts, as applicable, of Travis County, Texas, and the Parties hereby submit to the personal jurisdiction of the state and federal courts, as applicable, located in Travis County, Texas. The Parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator's award by any court. While the Parties shall initially pay their own costs and fees related to negotiations, mediation, and any mutually agreed upon Collaborative Law Process, the prevailing Party in any arbitration or litigation (or aforementioned collections action brought by RevTap) shall be entitled to recover all of its reasonable, outside attorneys’ fees and related costs, including those previously incurred during unsuccessful Negotiations and Mediation, and as to RevTap, any other costs incurred in the collection of unpaid invoices. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) in any form that it may be adopted are specifically excluded from and will not apply to this Agreement.

‍THIS AGREEMENT CONTAINS PROVISIONS REQUIRING ALTERNATIVE RESOLUTION OF DISPUTES, UP TO AND INCLUDING ARBITRATION. SUCH PROCEEDINGS ARE WAYS TO RESOLVE DISPUTES WITHOUT USE OF THE COURT SYSTEM. BY ENTERING INTO AGREEMENTS THAT REQUIRE ARBITRATION AS THE WAY TO RESOLVE DISPUTES, EACH OF THE PARTIES GIVES UP (WAIVES) ITS RIGHT TO GO TO COURT TO RESOLVE THOSE DISPUTES BY A JUDGE OR JURY. THESE ARE IMPORTANT RIGHTS THAT SHOULD NOT BE GIVEN UP WITHOUT CAREFUL CONSIDERATION. IN ADDITION, IF EITHER OF THE PARTIES SEEKS EQUITABLE RELIEF IN ACCORDANCE WITH THIS SECTION, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS AGREEMENT.

10. Miscellaneous.
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10.1 Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any Party shall be in writing and shall be validly given or made to the other Party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or by email so long as acknowledged received the other Party within twenty-four (24) hours of sending. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the Party to whom such notice, demand or other communication is to be given to the addresses provided below. The address provided by Client in the online order form is valid for such notice requirements as of the Effective Date. RevTap’s address for purposes of Notices is: 502 W 15th Street, Suite 300, Austin, TX 78701.
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10.2 Severability. If any term or provision of this Agreement is determined to be invalid or unenforceable for any reason, all other surviving terms and provisions shall be deemed valid and enforceable to the maximum extent possible.
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10.3 Force Majeure. In the event of any delay or failure to perform the Services or provide the Deliverables due to labor disputes, strikes, lockouts, riots, war, acts of God, acts of terrorism, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or any other causes beyond the reasonable control of the Party whose performance is due hereunder (a “Force Majeure Event”), performance times shall be considered extended for a period of time equivalent to the time lost because of such Force Majeure Event. Neither Party shall be liable to the other for any Force Majeure Event.
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10.4 Assignment. Neither Party shall assign, delegate or subcontract any portion of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed; provided, however, that consent shall not be required in the case of an assignment by either Party to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as the surviving entity is not a direct competitor of the other Party. Notwithstanding the foregoing, and to the extent in compliance with the DPA, RevTap may subcontract any portion of its obligations under this Agreement to a third party so long as RevTap remains responsible for the performance of such obligations. In addition, RevTap may delegate performance of some or all of its obligations and/or exercise some or all of its rights under this Agreement through its Affiliates, in which case such Affiliates and subsidiaries shall be deemed as an additional party to this Agreement and the provisions of this Agreement shall apply. For the purposes of this Agreement, an “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party or its successor entity.
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10.5 Export Administration. If any Deliverables are for use outside the U.S.A., Client agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and with the U.S. Export Administration Act to assure that such are not exported in violation of United States law and to comply fully with any other regulations or laws relating to such export or import into another country. Client shall be responsible for any duties, customs charges or other taxes or fees relating to such export.
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10.6 Complete Agreement. This Agreement and applicable RevTap Package(s)’s are the complete and exclusive statement of the agreement between the Parties regarding the subject matter hereof, which supersedes all proposals, oral or written, and all other prior communications between the Parties relating to such subject matter.
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10.7 Modification. Each Party agrees that this Agreement may be amended only by a written instrument duly executed by an authorized representative of RevTap and Client, or in the case of an RevTap Package(s), when executed by the Contract Representatives specified in such RevTap Package(s).
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10.8 No Waiver. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such Party to enforce such provision or any other provision.
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10.9 Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
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10.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production or the others. A digital signature shall be deemed as effective as an original executed signature page, and the Parties hereto consent to do business electronically.
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10.11 Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they pertain. As used in this Agreement and any RevTap Package(s), (a) the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires, (b) references to Sections refer to the sections of this Agreement unless the context requires otherwise, (c) words such as “herein,” “hereinafter,” “hereof,” “hereby” and “hereunder,” and words of like import, refer to this Agreement unless the context requires otherwise, and (d) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
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10.12 Survival. Each Party's obligations in this Agreement shall survive termination or expiration of the Agreement.