Terms

Terms and Conditions. By visiting revenueroll.com (the “Website”) belonging to Revenue Roll Inc., a Delaware corporation (“RevenueRoll” or “We”), you represent and warrant that you are at least the age of majority in your state or province of residence or visiting the Website under the supervision of a parent or guardian. This Website is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. We provide (i) subscription analytics services through our advertising analytics platform (the “Analytics Services”), (ii) subscription audience services through our advertising analytics platform (the “Audience Services”), and (iii) marketing and data support services and/or outsourced digital marketing and/or lead generation services, including pay-per-click advertising campaign management (such as Google Ads), paid social advertising campaign management (such as Facebook Ads), and where applicable, setup of the following: Analytics, Attribution, CRM, Lead Tracking Software, Crowdfunding Software, and finally, as required by you, management of email and SMS channels, including designing, building, and implementing all email and SMS campaigns (collectively, the “Marketing Services” and together with the Audience Services and the Analytics Services, the “Services”). We provide our Services through our Website along with related features, content, any other services, applications, and products (collectively, the “Platform”).

By accessing the Platform and the Services, you agree to be bound by these Terms and Conditions (these “Terms”), including policies or notices on the Platform and our Privacy Policy located at https://www.revenueroll.com/privacy-policy/ and any other additional terms and conditions and policies referenced herein and/or available by hyperlink, as applicable. Together these materials contain terms, rules, and guidelines related to your use of the Platform. Unless stated otherwise in the applicable document or agreement, including the Customer Order Agreement, in the instance of any inconsistencies or contradictions between these Terms and a document referenced within them, the meaning taken from these Terms shall prevail. These Terms apply to all users of the site, including without limitation users who are browsers, customers, and/ or contributors of content. We may update these Terms at any time without prior notice to you. By accessing the Platform and the Services, you opt into the Terms on behalf of yourself or on behalf of the legal entity you represent. We may provide you with notices, including service announcements and notices regarding changes to these Terms, as deemed appropriate in our sole discretion. You consent to receive these notices by any and all means of communication that we may select.

Account Information. We’ll need your username, email, and a password to sign up for the Platform. You must provide us with accurate information when you create your account. Your account gives you access to the Services and the Platform. We may maintain different types of accounts for different types of users or organizations. You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password. We encourage you to use “strong” passwords that use a combination of upper- and lower-case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. RevenueRoll cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify RevenueRoll immediately upon becoming aware of any breach of security or unauthorized use of your account.

Platform Access and Use.

Subject to and conditioned on your compliance with these Terms and each of the applicable Customer Order Agreement entered into by and between you and RevenueRoll (each such Customer Order Agreement, as may be amended and/or restated, the “Customer Order Agreement”), RevenueRoll hereby grants to you a non-sublicensable, non-exclusive, non-transferable right to access and use the Platform for Services during the term of the Customer Order Agreement with RevenueRoll, solely for your use in accordance with these Terms. Such use is limited to your internal business purposes. You are permitted to download and print the content on the Platform for your personal use or in the course of your business but only to the extent required to use the Services provided via the Platform. You must not use the content of the Platform, any of the Services or the Platform for any other purpose without our express written consent.

ii.

Any external payment processors and any recurring payment providers usedby or on behalf of Client, such as wallet systems or payment systems linked tothe Client’s website or otherwise used by Client in receiving customerpayments, including, without limitation, Shopify, PayPal, Stripe, Amazonbalance, and crowdfunding sites such as Startengine and Kickstarter(collectively, such Client and third party sites, analytics and/or advertisingservices, the “Client Payment Services”).

iii.

Following the acceptance of these Terms, you or any of your advisors, representatives, employees, agents, and affiliates shall not make any changes to any of RevenueRoll’s initial set-up work. In the event you make any changes to RevenueRoll’s initial set-up work, you agree and acknowledge that RevenueRoll must redo the initial set-up work, for which you shall pay to RevenueRoll an additional fee of up to ten thousand ($10,000) USD, with the exact additional fee amount dependent on the Analytics Services you have selected.

iv.

You shall at all times: (a) set up, maintain, and operate in good repair all Client Systems on or through which the Services and Platform are accessed or used; (b) provide RevenueRoll personnel with such access to Client’s Systems as is necessary for RevenueRoll to perform the Services; and (c) provide all cooperation and assistance as RevenueRoll may reasonably request to enable RevenueRoll to exercise its rights and perform its obligations under and in connection with these Terms. RevenueRoll is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of its obligations under these Terms or the Customer Order Agreement, including with respect to the Client Systems. For purposes of these Terms, “Client Systems” means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services.

Except as permitted in these Terms, you shall not take any actions or inactions that (a) violate these Terms, the Customer Order Agreement(s), or the Privacy Policy; (b) infringe or violate the personal, property, and/or intellectual property rights (or any other rights including, but not limited to, moral rights, privacy rights, rights of publicity, and/or any rights relating to confidential or proprietary information) of anyone else (including RevenueRoll); (c) misrepresent information and/or knowing provision of false, incomplete, or inaccurate information; (d) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by RevenueRoll; (e) may be dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous (including any attack on another user’s character or reputation), vulgar, pornographic, obscene, or otherwise objectionable (including inciting violence, hate speech, and other discriminatory language that may promote racism, bigotry, or harm of any kind against any group or anyone else); (f) jeopardize the security of your account information, account, or anyone else’s (such as allowing someone else to log in to the Platform as you); (g) attempt, in any manner, to obtain the password, account, or other security information from any other user; (h) violate the security of any computer network, or cracks any passwords or security encryption codes; (i) run Mail list, Listserv, any form of auto-responder or “spam” on the Platform, or any processes that run or are activated while you are not logged into the Platform, or that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platform’ infrastructure); (j) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Platform or Content (through use of manual or automated means); (k) copy or store any significant portion of the Content; or (l) decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform; permit any third party to access the Platform or the Services except as permitted hereunder; create derivate works based on the Platform or the Services; copy, frame or mirror any part or content of the Platform or the Services; or access the Platform or the Services in order to build a competitive product or service or copy any features, functions or graphics of the Platform or the Services.. We reserve the right to refuse Service or access to the Platform, or terminate accounts at our sole discretion, including, without limitation, if we believe that your conduct violates applicable law, violates these Terms or the Customer Order Agreement, or is harmful to our interests.

RevenueRoll Intellectual Property.

You agree and acknowledge that RevenueRoll retains all right, title and interest in and to the Platform, the Services and all proprietary information and technology used by RevenueRoll or provided to you in connection with the Services or the Platform, including all improvements, enhancements or modifications thereto (the “Technology”), and that the Technology is protected by intellectual property rights owned by or licensed to RevenueRoll. Other than as expressly set forth in in these Terms, the Terms or the Customer Order Agreement between you and RevenueRoll do not confer on you any right, title or interest in the Technology and RevenueRoll reserves all right, title and interest (including all intellectual property rights) in the Technology.

ii.

You retain exclusive ownership of all intellectual property rights in and to all documents, work product and other materials that are delivered to you under these Terms and the Customer Order Agreement, prepared by or on behalf of RevenueRoll in the course of performing the Services (collectively, the “Deliverables”). You hereby grant RevenueRoll the right to use all intellectual property rights in the Deliverables on a perpetual, fully paid up, royalty-free, irrevocable, worldwide, non-exclusive, non-transferable, and non-sublicensable basis during the term of the Customer Order Agreement, solely to the extent necessary to enable RevenueRoll to provide the Services as determined in its sole discretion.

iii.

Subject to the limited rights expressly granted hereunder, RevenueRoll reserves all right, title and interest in and to the Platform and the Services, including the Technology and all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Items that are not specifically transferred to the other party will remain the property of their respective owners on the date hereof and each party expressly reserves such rights. Without limiting the foregoing, RevenueRoll shall own any content created by it in respect of analytics or audience settings, data warehouse related calculations, tracking codes, data, algorithms or other intellectual property, which shall be licensed to you on a limited, non-transferrable, non-sublicensable basis.

iv.

Subject to the limited rights granted by you hereunder, you reserve all right, title and interest in and to the Client Content and all intellectual property related thereto. You grant to RevenueRoll a perpetual, fully paid up, royalty-free, irrevocable, worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Client Content in connection with the Platform and the Services, including for the purpose of performing or improving the Services and/or making available the Platform and as otherwise contemplated by these Terms or the Customer Order Agreement. All rights in and to the Client Content not expressly granted to RevenueRoll in in these Terms or the Customer Order Agreement are reserved by you. For purposes of these Terms, “Client Content” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Services or Platform.

Notwithstanding anything to the contrary herein, RevenueRoll shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and the Platform and related systems and technologies (including, without limitation, information concerning Client Content and data derived therefrom), and RevenueRoll will be free (during and after the term hereof) to (a) use such data and information to improve and enhance the Services and the Platform and for other development, diagnostic and corrective purposes in connection with the Services and the Platform and other RevenueRoll offerings, and (b) disclose such data and information solely in an aggregate or other de-identified form in connection with its Services and business activities.

vi.

With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, in and to the Third-Party Materials, except as expressly set forth in any applicable third-party license. For purposes of these Terms, “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services or the Platform that are not proprietary to RevenueRoll.

vii.

You grant RevenueRoll a perpetual, fully paid up, royalty-free, irrevocable, worldwide, non-exclusive, non-transferable, and non-sublicensable license to use and incorporate into the Platform and the Services or other RevenueRoll products, business, or services any suggestions, enhancement requests, recommendations or other feedback provided by you or its employees or agents relating to the Platform or the Services.

Termination and Suspension.

Unless specified otherwise in the Customer Order Agreement, which shall supersede these Terms, you or RevenueRoll may terminate the Services and the Platform for any reason on thirty (30) days’ prior written notice to the other party. In such instance of termination, you shall pay to RevenueRoll, within seven (7) business days, any unpaid balances. In the case of annual subscription to Analytics Services and Audience Services, such foregoing right to terminate only arises in the event of an uncured material breach of your obligations under these Terms or the Customer Order Agreement). You shall not be entitled to any refunds for the payments made to RevenueRoll. RevenueRoll may terminate or suspend your access to the Services and the Platform immediately, without any notice, if you (i) violate any law or regulation is adopted or comes into effect or becomes applicable in the jurisdiction or to these Terms or the Customer Order Applicable which restricts or purports to restrict RevenueRoll’s right to terminate these Terms or the Customer Order Agreement without compensation or which otherwise invalidates any provision of these Terms or the Customer Order Agreement; (ii) breach obligations under these Terms or the Customer Order Agreement; (iii) knowingly make any false or untrue statements or representations to RevenueRoll in the performance of its obligations under these Terms or the Customer Order Agreement; or (iv) cease to conduct business in the normal course, becomes insolvent, becomes the subject of any bankruptcy, receivership, or other insolvency proceedings, makes an assignment or other arrangement for the general benefit of its creditors or has any of its material assets expropriated. These Terms will remain in full force and effect while you use the Services and the Platform, and in the event of termination, your obligations under these Terms will still continue. Upon termination of your rights under these Terms, your account and right to access and use the Services and the Platform will terminate immediately. You understand that any termination of your account may involve deletion of Client Content associated with your account from the Platform. RevenueRoll will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your Client Content.

ii.

RevenueRoll shall endeavor to facilitate uninterrupted access to the Services and the Platform. However, access to the Services or the Platform may be suspended, restricted or terminated at any time, and we are not liable for any such failures of the Services or the Platform.

Fees and Payments.

After you have registered with RevenueRoll, you may subscribe to our Analytics Services on our signup page. Following the registration with RevenueRoll, you may sign up for Audience Services and/or Marketing Services through the applicable Customer Order Agreement(s). By entering your payment information, you authorize RevenueRoll to charge the listed amount of your order to your selected payment option. Subscriptions on the Platform renew automatically on a 1-month, 3-month, 6-month,12-month, or 24-month basis, depending on the plan selected. You shall make payment for the fees as specified by your selected plan. All payments shall be made in US dollars, unless agreed otherwise in the Terms. RevenueRoll will provide a 7-day notice (or a shorter or longer period, in RevenueRoll’s sole discretion) of the impending monthly invoice charge to the selected payment method, and the applicable monthly charge date for such invoice charges shall be based on (a) in the case of Analytics Services and Audience Services, the specific on the date that you signed the Terms and the Customer Order Agreement for the Analytics Services and the Audience Services and (b) in the case of Marketing Services, the first day of the subsequent month following the date that you signed the Terms and the Customer Order Agreement for the Marketing Services. All payment(s) will be charged to the payment method you have selected 7 days after the invoice notice, unless agreed otherwise in the Terms or the Customer Order Agreement. The fees and payments are non-refundable and non-cancellable.

ii.

Taxes. You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with your subscription (“Taxes”), including any related penalties or interest, and you will pay us for your subscription without any reduction for Taxes. If we are obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payment to us, you must provide us with an official tax receipt or other appropriate documentation to support such payments.

iii.

Changes to Fees. We reserve the right to revise the fees we charge to subscribe to the Services and the Platform. If we do so, and you’re currently subscribed to the Services and the Platform, we’ll do our best to provide you with written notice (which may be by email) at least thirty days prior to the change. If RevenueRoll requires third party tools, software and/or services not available to RevenueRoll for use in performing the Services under the terms of an existing license (“Additional Tools”), it may, in its sole discretion, cover the cost of such Additional Tools from payments received by you. In the event you desire to use RevenueRoll for services outside of the scope of the Services listed in the applicable Customer Order Agreement, additional charges may apply as determined in the sole discretion of RevenueRoll. In the event RevenueRoll is asked to do hourly work outside of the scope of the Customer Order Agreement, then you and RevenueRoll shall mutually agree on such charges in advance of RevenueRoll conducting the work.

iv.

Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) that we incur in collecting delinquent amounts, except where such delinquent amounts are due to our billing inaccuracies.

Security and Encryption

You warrant and represent that you have taken all reasonable precautions to ensure that any data you upload to the Website, or the Platform is not infected with any virus or anything else which may have a destructive effect on any part of the Website or the Platform.

ii.

We use secure socket layer (SSL) encryption to encrypt information communicated between your browser and the Website and the Platform. We take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Website and the Platform, but we accept no liability for them if they do exist. It is solely your responsibility to use, update and maintain appropriate antivirus software on your computer.

iii.

Information transmitted via the Website and the Platform will be via public telecommunications networks. We accept no liability if communications sent via the Platform are intercepted by third parties or incorrectly delivered or not delivered. The Platform may contain links to other Websites. We accept no responsibility or liability for any material supplied by or contained on any third-party website which is linked from or to the Platform, or any use of personal data by such third-party.

Client Name and Website. You agree to allow RevenueRoll to use your name and website, in RevenueRoll’s sole discretion, for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting RevenueRoll’s services to other companies. You agree that RevenueRoll with prior written consent may post, distribute or publish, including in marketing materials for RevenueRoll, a public case study of your revenue growth using RevenueRoll’s Services, the Platform and other relevant materials.

10.

Third-Party Services.

We utilize links and other tools to connect users to third party services and websites. You acknowledge and agree that the Platform operates on, or with, or using application programming interfaces (“APIs”) and/or other services operated or provided by third parties (“Third Party Services”). RevenueRoll does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, and RevenueRoll is not responsible for the operation of any Third-Party Services or the availability or operation of the Platform to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. RevenueRoll does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third-Party Services is solely between you and that third party and is governed by such third party’s terms and conditions.

ii.

We have no control over the content and policies of these Third-Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or currentness of any third party’s content or policies. Users who access or use a Third-Party Service through RevenueRoll are solely responsible for complying with the terms and policies of these third parties. You hereby release and forever discharge the RevenueRoll (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Services). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11.

Assignees and Successors. These Terms and the Customer Order Agreement shall be binding upon and inure to your and RevenueRoll’s benefit, and their respective successors and assigns permitted under these Terms, except that you may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of RevenueRoll (and any attempted assignment or transfer by you without such consent shall be null and void). These Terms and the Customer Order Agreement may be the subject-matter of an assignment to your successor through a merger, acquisition, change of control, or a sale or other transaction involving all or substantially all of your assets, provided that the successor shall assume all your obligations hereunder in writing countersigned by RevenueRoll. Nothing in these Terms or the Customer Order Agreement, expressed or implied, shall be construed to confer upon any person or entity (other than you and RevenueRoll, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, RevenueRoll’s Indemnified Parties) any legal or equitable right, remedy, or claim under or by reason of these Terms or the Customer Order Agreement.

12.

Non-Disclosure and Confidentiality.

From time to time during the term of the applicable Customer Order Agreement (the “Term”), RevenueRoll (as the “Disclosing Party”) may disclose or make available to you (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprised of or related to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as these Terms or the terms of the Customer Order Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 14 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed pursuant to applicable law. Notwithstanding anything to the contrary in these Terms or any Customer Order Agreement(s), you hereby agree and acknowledge that RevenueRoll may use your Client Content in its sole discretion in order to create advertising materials, campaigns and similar business activities for other clients of RevenueRoll.

ii.

The Receiving Party shall during Term and for five years after the termination of the Term: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms or the Customer Order Agreement; and (iii) not disclose any such Confidential Information to any person, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms. The Receiving Party shall be responsible for any breach of this Section 14 caused by any of its representatives. On the expiration or earlier termination of these Terms and the Customer Order Agreement, the Receiving Party and its representatives shall, promptly return all Confidential Information and copies thereof that it has received under these Terms or the Customer Order Agreement.

13.

Indemnification. You hereby expressly agree to indemnify and hold harmless RevenueRoll, its shareholders, principals, officers, directors, employees, agents, representative and contractors (each an “Indemnified Party” and collectively, the “Indemnified Parties”) against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with these Terms, the Customer Order Agreement or the Services and the Platform, or any breach by you of your obligations hereunder, including, without limitation, (i) any product liability with respect to products sold as a result of the Services and the Platform and infringement claims that may arise with respect to a party’s products (ii) your use of and access to the Services and the Platform; (iii) any Client Content you post, program, upload, use, distribute, store, or otherwise transmit through the Platform; (iv) your violation of any terms of these Terms, the Customer Order Agreements or the Privacy Policy; (v) your violation of any law, rule, or regulation, or the rights of any third party or (vi) your Client Content.. RevenueRoll reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of RevenueRoll. RevenueRoll will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14.

Lawful Purpose. You may only use RevenueRoll’s Services and Platform for lawful purpose. Transmission of any material in violation of any federal, state or local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

15.

Entire Understanding. These Terms and the Customer Order Agreement constitute the sole agreement between you and RevenueRoll regarding the use of the Services and the Platform. It becomes effective only when signed by both parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

16.

Governing Law. These Terms and the Customer Order Agreement, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to These Terms and the Customer Order Agreement, and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles.

17.

Arbitration Procedures.

You irrevocably and unconditionally agree that any dispute, controversy or claim brought by you arising out of, relating to or in connection with these Terms and the Customer Order Agreement, including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration to be administered by the American Arbitration Association (the “AAA”), in accordance with its rules (the “AAA Rules”), which can be found here: https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf. The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be New York. The arbitrator shall rule in accordance with the laws of the State of Delaware without regard to conflicts of law provisions that would require the application of the laws of another jurisdiction. The tribunal shall have the power to grant any provisional or final remedy or relief that it deems appropriate, including conservatory measures and an award of attorneys’ fees. The language of the arbitration shall be English.

ii.

You and RevenueRoll hereby agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.

iii.

You irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to these Terms, the Customer Order Agreement, or any other associated agreement in any such court. Each of you and RevenueRoll hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

18.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVENUEROLL OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “REVENUEROLL PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES AND THE PLATFORM OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE PLATFORM, OR REVENUEROLL’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR THE PLATFORM; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO REVENUEROLL FOR USE OF SERVICES OR THE PLATFORM; OR (II) $1,000.00 USD.

ii.

REVENUEROLL IS NOT RESPONSIBLE FOR ANY ACTIVITIES, EVENTS, CONTRACTS, OR INTERACTIONS BETWEEN YOU AND COMPANIES. YOU ARE A CONTRACTOR(S) WHO IS BEING HIRED BY COMPANIES. ANY LISTED OR UNLISTED INTERACTION BETWEEN YOU AND COMPANIES ARE NOT REPRESENTATIVE OF REVENUEROLL, AND REVENUEROLL DOES NOT MAKE ANY GURANTEES OR AFFIRMATIONS ABOUT COMPANIES INTERACTIONS WITH YOU.

iii.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOUDATA BACKUP. THE PLATFORM AND THE SERVICES DO NOT REPLACE THE NEED FOR YOU TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. REVENUEROLL HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CLIENT CONTENT.

19.

Representations and Warranties; Disclaimer.

Each of you and RevenueRoll represents and warrants to the other party that (a) it has all necessary rights and authority to execute and deliver these Terms and the Customer Order Agreement, and perform its obligations hereunder and to grant the rights granted under these Terms and the Customer Order Agreement; and (b) nothing contained in these Terms and the Customer Order Agreement, or in the performance of these Terms and the Customer Order Agreement will place it in breach of any other material contract or obligation.

ii.

RevenueRoll warrants to you that RevenueRoll will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under these Terms and the Customer Order Agreement. RevenueRoll’s sole obligation and your sole remedy if you notify RevenueRoll of any breach of the foregoing warranty, will be to reperform the Services in a manner that conforms to the warranty.

iii.

You represent and warrant to RevenueRoll and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, artwork or other materials furnished to RevenueRoll for inclusion in web pages, social media, etc. are owned by you, or that you have permission from the rightful owner to use each of these elements. You agree to hold harmless, protect, and defend RevenueRoll from any claim or suit arising from the use of such elements furnished by you. You are solely responsible for actions and omissions of its personnel and the accuracy and completeness of any advertising claims and associated disclaimers made in the Client Content.

iv.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND THE CUSTOMER ORDER AGREEMENT, THE PLATFORM AND THE SERVICES AND ANY OTHER SERVICES PROVIDED BY REVENUEROLL HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND REVENUEROLL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REVENUEROLL AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS DO NOT WARRANT, AND SPECIFICALLY DISCLAIM, THAT ALL ERRORS CAN BE CORRECTED, THAT THE PLATFORM AND SERVICES WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE SYSTEM, OR THAT OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, FREE OF HARMFUL CODE, SECURE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. REVENUEROLL MAKES NO REPRESENTATIONS AND WARRANTIES ABOUT THE MARKETING SERVICES EXCEPT AS SET FORTH IN THE CUSTOMER ORDER AGREEMENT. IN ADDITION, REVENUEROLL MAKES NO GUARANTEE AS TO THE RESULTS THAT MAY BE PROVIDED AS A RESULT OF THE MARKETING SERVICES. THERE CAN BE NO ASSURANCE THAT YOUR REVENUES WILL INCREASE AS A RESULT OF REVENUEROLL’S EFFORTS OR THAT YOU SHALL REACH THE PERFORMANCE BASELINE. REVENUEROLL WILL USE ITS BEST EFFORTS, AND COMPLY WITH THE HIGHEST INDUSTRY STANDARDS, WHILE APPLYING ITS PROFESSIONAL KNOWLEDGE AND EXPERTISE TO REACH SUCH PERFORMANCE BASELINE IN YOUR INTEREST, SUCH PROFESSIONALISM BEING THE REASON INDUCING YOU TO CHOOSE REVENUEROLL AS A SERVICE PROVIDER UNDER THIS THE CUSTOMER ORDER AGREEMENT. REVENUEROLL DOES NOT WARRANT THAT THE FUNCTIONS SUPPLIED BY ITS WORK, WEB PAGES, DIGITAL MARKETING, CONSULTATION, ADVICE, OR WORK WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WORK/DELIVERABLES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED OR ERROR-FREE.

20.

Time Limitation of Claims. You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

21.

No Exclusivity. RevenueRoll retains the right to perform the sameor similar type of services for third parties solely in its discretion.

22.

No Waiver. Our failure to exercise or delay in exercising anyright, power, or privilege these Terms shall not operate as a waiver; nor shallany single or partial exercise of any right, power, or privilege preclude anyother or further exercise thereof.

23.

Force Majeure. We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, pandemic, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

24.

Note to International Users. The Platform is hosted in the United States. If you are a user accessing the Platform from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Platform, which is governed by US law, you are transferring your Personal Information to the United States and you consent to that transfer.

25.

Relationship of the Parties.

Each party is an independent contractor with respect to the other party hereunder. These Terms and the Customer Order Agreement will not be construed to (a) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (b) authorize any party to enter into any commitment or agreement binding on the other party.

ii.

You agree that RevenueRoll may subcontract certain aspects of the Platform and the Services to qualified third parties, provided, however, that any such subcontracting arrangement will not relieve RevenueRoll of any of its obligations hereunder.

26.

Marketing Services Terms. In addition to the Terms set forth herein, byvisiting the Platform, you opt into the following Terms, on behalf of yourselfor on behalf of the legal entity you represent, that govern the provision andthe use of the Marketing Services:

RevenueRoll shall setup the analytics system, as described in Section 4 of these Terms, that tracks any of the following goals for both one-time and recurring goals generated by the Marketing Services:

“Revenue” defined as gross sales and gross revenue (which, for the avoidance of doubt, do not account for any discounts, returns or refunds) received by your payment processors (if revenue is the performance metric set forth in the Customer Order Agreement).

“Lead Submissions” defined as lead form submissions or calls tracked on your website or CRM software (if lead form and call submissions is the performance metric set forth in the Customer Order Agreement); and

“Investor Signups” defined as a new investor that transferred funds to you on their investment portal (if investor signups are the performance metric set forth in the Customer Order Agreement).

ii.

You shall setup conversion tracking in Google Analytics or through a data warehouse in order to permit you and RevenueRoll to properly track performance of each Advertising. In RevenueRoll’s sole discretion, it shall setup Marketing Services for some or all of the existing advertising channels, including, but not limited to, web advertising (Amazon), search advertising (Google), mobile app advertising, and social media advertising (Facebook, Instagram, Twitter, LinkedIn, YouTube, etc.) (collectively, all advertising channels approved by RevenueRoll for inclusion in the Marketing Services, the “Advertising Channels” and each, an “Advertising Channel”).

iii.

You shall create or authorize RevenueRoll to create and will otherwise provide and maintain RevenueRoll with unrestricted administrative access to accounts on each Advertising Channel owned or controlled by you. You shall provide and maintain RevenueRoll with unrestricted administrative access to accounts for all your email and SMS channels or platforms in the event RevenueRoll is managing your email and SMS channels or platforms as agreed to in the Customer Order Agreement(s) (the “Email and SMS Channels”).

iv.

In its reasonable discretion, and after consulting with you, RevenueRoll may assist in establishing conversion tracking for performance baseline set forth in the Customer Order Agreement by turning off ads, ad channels, or performing geographically split ad campaigns after a period of spend to show a “delta” or difference in sales attributable to RevenueRoll’s services (a “Marketing Services Pause”). After execution of the Customer Order Agreement, you shall notify RevenueRoll at least seventy-two (72) hours prior to making any changes to any related sites and Services or your payment services or any components thereof or thereon (e.g., tags on website, website landing pages, website product pages, any hosting/infrastructure that could affect page load speed etc.)

Except as may be mutually agreed in writing, during the Term, you agree that RevenueRoll shall be granted exclusive control over the Email and SMS Channels, Advertising Channel and/or Advertising Channels.

vi.

Prior to the effective date of the Customer Order Agreement, you shall provide a list of all third-party vendors performing services in respect of the Advertising Channels or Email and SMS Channels. You shall coordinate with RevenueRoll to evaluate the continued use of such third parties, and will require your or any third party personnel which are to continue performing services on such Advertising Channels or Email and SMS Channels (“Approved Third Party” or “Approved Third Parties”) to comply with a strategy document jointly agreed between you and Revenue Roll (the “Joint Strategy Document”). The Joint Strategy Document shall include, among other items, a UTM tagging schemes for all non-RevenueRoll campaigns of any kind. You shall continually monitor and review Approved Third Party performance and will take actions reasonably requested by RevenueRoll to ensure that such Approved Third Parties do not interfere with the Marketing Services. Any material failure of an Approved Third Party to comply with the terms of these Terms or the Customer Order Agreement (including, without limitation, any required UTM tagging scheme) shall be deemed a material breach by you under these Terms and the Customer Order Agreement.

vii.

You shall use reasonable commercial efforts to provide RevenueRoll with at least four (4) weeks’ prior written notice of a shortage in available your products (an “Inventory Shortage Notice”), which shall be provided via email sent to inventory@revenueroll.com. Such Inventory Shortage Notice shall describe in detail the expected shortfall in available inventory based upon then-current sales trends and include a statement as to when such Inventory Shortage shall be remedied. You shall use reasonable commercial efforts to provide updates twice a week on inventory levels (on Tuesday and Thursday of each week during the Term) for the period of time from the date of issuance of the Inventory Shortage Notice until the date such Inventory Shortage has been remedied.

viii.

You shall promptly collect any pre-existing advertising, branding, product, design, images, logos or other graphic or video collateral that may be requested by RevenueRoll (“Content”). To the extent that RevenueRoll determines, in its reasonable discretion, that additional Content is required to successfully perform the Marketing Services, RevenueRoll will recommend a company with whom you can work with to create such additional Content. However, this is merely a recommendation, and you are not obligated to create such additional Content. All such Content shall remain your property at all times and RevenueRoll shall be authorized to use such Content exclusively in the context, and for the duration, of the Customer Order Agreement.

ix.

RevenueRoll retains ownership of all intellectual property rights related to the Marketing Services, specifically RevenueRoll’s attribution model, tracking codes, artificial intelligence and machine learning models, which shall be licensed to you on a limited, non-transferrable, non-sublicensable basis. You retain the rights to all your products, services, data and intellectual property related thereto. Items that are not specifically transferred to the other party will remain the property of their respective owners on the date hereof and each Party expressly reserves such rights. Without limiting the foregoing, RevenueRoll shall own any content created by it in respect of analytics settings, goals, events, and data warehouse related calculations, tracking codes, data, algorithms or other intellectual property, which shall be licensed to you on a limited, non-transferrable, non-sublicensable basis.

27.

Audience Services Terms. In addition to the Terms set forth herein, by visiting the Platform, you opt into the following Terms, on behalf of yourself or on behalf of the legal entity you represent, that govern the provision and the use of the Audience Services:

RevenueRoll shall source and provide you with certain audience data (the “Audience Data”) to be used in your marketing and advertising efforts based on the desired audience parameters you agree to in the applicable Customer Order Agreement(s).

ii.

RevenueRoll does not represent or warrant that the Audience Data provided is true, accurate or complete in all material respects. You hereby agree and acknowledges that RevenueRoll is not responsible or liable for any inaccurate, incomplete and/or untrue information in the Audience Data. Any information communicated to you, or Audience Data delivered to you by us are based on the information and data our sources have provided to us, and RevenueRoll is not responsible or liable for any disputes, obligations or liabilities arising from such information or Audience Data. You further agree that we (including our directors, officers, employees and the Agents) shall not be liable in respect the incompleteness or in accuracy of the Audience Data provided, regardless of whether such Audience Data given at your request.

iii.

You shall be solely responsible and liable for the use of the Audience Data, and any issues or problems arising from such use of the Audience Data (and RevenueRoll shall have no obligations or liabilities with respect to any of the foregoing).

iv.

RevenueRoll shall not be responsible or liable for (a) ensuring that the Audience Data does not violate any third party’s privacy or data protection rights or other rights, (b) ensuring that provision of the Audience Data to you does not violate any third party’s privacy or data protection rights or other rights, or (c) ensuring that the Audience Data does not violate any data privacy laws or regulations, as applicable.

These Terms or the applicable Customer Order Agreement(s) do not provide you with any licenses, ownership or rights in the Audience Data.

28.

RevenueRoll reserves the right to assign or delegate to certain tasks related to the Services to independent contractors, subcontractors, affiliates or service providers if it reasonably believes such assignment or delegations is more efficient or other beneficial, provided that such delegation won’t result in additional costs to you otherwise your prior approval is required.

29.

Line of Credit Terms. If you apply for a line ofcredit from us, any such loan that we agree to provide to you will be subjectto the following terms and condition (the “Terms and Conditions”) located at https://www.revenueroll.com/terms, in addition to therequirements of the applicable agreement(s )governing such loan (the “LoanAgreement”). These Terms and Conditions,each applicable Loan Agreement, and each and every other contract or obligationbetween us and you relating to any loan that we provide to you will becollectively referred to in herein as the “Contracts.” These Terms and Conditions are incorporatedby reference into each Loan Agreement. The Terms and Conditions may be updatedand modified by us (or our affiliates) at any time, with or without notice, inour sole discretion. In the event of any conflict between these the Contracts,the terms of the Loan Agreement shall control, but only with respect to suchconflict. As used in these Terms andCondition, the terms “we,” “us,” and “our” refers to Revenue Roll Lending LLC,and the term “you,” and “your,” refers to the business entity that has appliedfor a loan from us. Capitalized termsthat are not defined in these Terms and Conditions shall have the meaning setforth in each applicable Loan Agreement. In addition to the Loan Agreement, youfurther represent and warrant and/or agree to each of the following:

Payments.

Allpayments to us may be made in US Dollars only. We may, at our sole discretion, reject any payments made in any currencyother than US Dollars or convert such payment into US Dollars at the thenapplicable currency exchange rate and subtract from your payment the amount ofany costs or fees incurred to convert such currency into US Dollars. You agree that you have waived presentmentfor payment, demand, protest, notice of protest, dishonor, and all othernotices or demands in connection with the delivery, acceptance, performance, default,or enforcement of each Loan Agreement. We may accept late payments, partialpayments, or payments marked “payment in full” or with any other restrictiveendorsement without losing any of our rights under each Loan Agreement.

Yourauthorization to electronically withdraw funds due to us as described in theContracts is irrevocable and will continue until all of your obligations to usare paid-in-full. For so long as any ofyour obligations to us remain outstanding, you may not: (i) revoke our authorityto initiate ACH transfers as hereby contemplated; (ii) change, modify, close orotherwise affect the operating account; and (iii) deposit revenues of anynature or kind whatsoever relating to your business into any account other thanthe operating account. You understand that this authorization is a fundamentalcondition to induce us to enter into this Agreement.

At oursole discretion, we may require you to make any payments that may become due tous under a Loan Agreement through either (i) automated clearinghouse (“ACH”)transfers, or (ii) our payment processor through Authorize.Net (the“Processor”).

If we choose to require that you make payments via payment processing, you agree to enter into an agreement with the Processor that authorizes the Processor to deliver any payments that may be due to us directly to us rather than to you. This authorization shall be irrevocable, absolute and unconditional. You hereby irrevocably grant the Processor the right to hold the payment and remit to us directly. You acknowledge and agrees that the Processor may provide us with your transaction processing history, including without limitation, your charge back experience and any communications about you received by the Processor from a card processing system. You acknowledge that we do not have any power or authority to control the Processor’s actions with respect to the authorization, clearing, settlement and other processing of transactions and that we are not responsible for the Processor’s actions. You agree to hold us harmless for the Processor’s actions or omissions. Before 5:00P.M. EST of the day following each day that you conduct business, you shall cause the Processor or the Processor’s agent to deliver to us, in a format acceptable to us, a record from the Processor reflecting the total gross dollar amount of the preceding day’s debit and credit card transactions processed by you, irrespective of whether such amount consists of sales, taxes or other amounts collected by you from your customers (the “Daily Batch Amount”). In thee vent that you are unable to procure the Processor’s compliance in a timely manner or as otherwise required in this section, within two (2) business days’written notice to you, you shall, at your sole expense, terminate your relationship with the Processor and exclusively engage the services of an alternative credit card processor that we approve in writing.

You hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by us in order to effectuate the requirements of this Payments provision.

Representations and Warranties. In connection with the Contracts, you represent and warrant to us that each of the following is true as of when you agreed to each such Contract andas of the time of each and every Advance to you under such agreement.

That you have the power, authority, and legal right to enter into the Contracts, to operate your business, to perform the actions that are necessary or appropriate to fulfill your obligations under the Contracts,that you have taken all necessary organizational actions to authorize the execution, delivery, and performance of each of the Contracts in accordance with its terms, and that no further authorizations, notices, filings, or other acts are required by, or in respect of, any person or governmental authority in connection with the Contracts.

That the Contracts will, when executed, constitute a legal, valid, and binding obligation, enforceable against you in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

That entering into the Contracts, and your use of the proceeds of any funds borrowed from us, will not: (i) violate any applicable law, rule, or regulation, (ii) breach any contractual obligation that you may have to us or to any other person, (iii) create, cause, require, or impose any lien or claim against any of your properties or assets other than those described these Terms and Conditions and each Loan Agreement.

That you currently maintain, and will maintain during the term of each Loan Agreement, property insurance for all of your property with financially sound and reputable insurance companies which are not your affiliates, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where you operate. Each such insurance policy is in full force and effect and all premiums in respect thereof that are due and payable have been paid.

That you are, and after giving effect to the incurrence of all debt and other financial or other obligations incurred in connection herewith, Solvent. Solvent, as of any date of determination, means that on such date (a) the present fair salable value of your property and assets exceeds your debts and liabilities, including contingent liabilities, (b) the present fair salable value of your property and assets is greater than the amount that you will be likely be required to pay in connection with your debts and other liabilities, including contingent liabilities, as they become absolute and matured, (c) you do not intend to incur or reasonably believe that you are likely to incur, debts and liabilities, including contingent liabilities, beyond your ability to pay such debts and liabilities as they become absolute and matured, and (d) you do not have unreasonably small capital with which to conduct the business in which you are engaged as such business is now conducted and is reasonably expected to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

That you own, or are appropriately licensed to use, all intellectual property necessary for the conduct of your business as currently conducted or proposed to be conducted. Intellectual Property is defined as any and all intellectual property, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how, and processes, all rights therein, and all rights to sue at law or in equity for any past, present, or future infringement, violation, misuse, misappropriation, or other impairment thereof, whether arising under United States, multinational, or foreign laws, or otherwise, including the right to receive injunctive relief and all proceeds and damages therefrom (“Intellectual Property”). No material claim has been asserted and is pending by any person challenging the use, validity, or effectiveness of any Intellectual Property, nor are you aware of any valid basis for any such claim. Your use of Intellectual Property does not materially infringe on the rights of any person.

Confidentiality.

During the term of the Contracts, you may receive information about our business affairs and services, confidential information, and materials comprised of or related to our intellectual property, trade secrets, third party confidential information, and other sensitive or proprietary information (including, but not limited to, the terms of the Contracts), whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that at the time you receive it: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, your breach of this confidentiality provision or your representatives; (ii) is or becomes available to you on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in your or your representatives’ possession prior to being disclosed to you by us; (iv) was or is independently developed by you without reference to or use of, in whole or in part, any of our Confidential Information; or (v) is required to be disclosed pursuant to applicable law.

With respect to Confidential Information, during and for at least five years after the termination of each Loan Agreement, you agree to: (i) protect and safeguard the confidentiality of Confidential Information with at least the same degree of care with which you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under this Agreement; and (iii) that you will not disclose any Confidential Information to any person, except to your representatives who need to know the Confidential Information to assist you, or act on its behalf, or to exercise your rights or perform your obligations under this Agreement.

You agree that you will be responsible for any breach of this Confidentiality provision caused by any of your representatives. Upon our written request after the expiration or earlier termination of this Agreement, the Receiving Party and its representatives shall, upon promptly return all Confidential Information and copies thereof that it has received under this Agreement.

Accounts and Your Obligation to Execute a Promissory Note Upon our Request. We will maintain, in accordance with our usual practices, an account or accounts evidencing your indebtedness to us under each Loan Agreement, including of the principal and all other amounts due. Upon our request, you agree to promptly execute and deliver to us a promissory note evidencing the aggregate amount of your indebtedness to us (the “Promissory Note”). The Promissory Note shall contain such terms and conditions that we reasonably require for our business purposes. We may amend, restate, supplement, or otherwise modify any such Promissory Note as we reasonably believe desirable to us in order to provide us with control over the Operating Account (as such term is defined in the Loan Agreement), and for access to any funds for repayment of amounts owed to us under the Contracts.

Information Reporting. You must provide us with written notice as soon as reasonably possible, but in no event later than 48 hours after you know, or should reasonably have known, of (i) the existence or occurrence of any event of default as such term is defined in any applicable Loan Agreement that could reasonably be expected to have a material adverse effect on us or your ability to perform your obligations under any Loan Agreement or these Terms and Conditions; or (ii) any litigation or proceeding against you in which the amount involved is at least $25,000 and which is not covered in full by insurance, in which injunctive or similar relief is sought, or which relates to any of the Contracts. Upon our request, you also agree to provide to us accurate, up-to-date, and readily accessible information describing your income and cash flow for the requested period, which shall be certified by an officer or owner of your company as being true and correct in all material respects.

Amendments and Waivers. No delay or omission by us in exercising any of our rights under any Contract shall operate as a waiver of any such right or of any other of our rights, nor shall any delay, omission, or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Our rights and remedies shall be cumulative and may be pursued singly, successively, or together, in our sole discretion. Without limiting the generality of the foregoing, entering into a new Loan Agreement or allowing you to obtain additional Advances under one or more existing Loan Agreement shall not be construed as a waiver of any default by you, regardless of whether we have had notice or knowledge of such default at the time. No waiver of any provision of the Contracts or consent to any departure by you from their terms shall be effective unless it is in writing and signed by you and by us, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

Successors and Assigns. The provisions of the Contracts shall be binding upon and inure to your and our respective benefits, and for the benefit of each of our respective successors and assigns permitted thereby, except that you may not assign or otherwise transfer any of your rights or obligations under and of the Contracts without our prior written consent (and any attempted assignment or transfer by the Client without such consent shall be null and void). We may assign any and all of our rights and obligations under any Contract without prior notice to you, and you agree to execute any amendment(s) and/or any other document(s) that we or our assignee may reasonably believe necessary to complete or effectuate such assignment, including any amendment to the Contracts to provide for multiple lenders and an administrative agent to act on behalf of such lenders.

Sale of Participations. We may, at any time, without notice to you and without your consent, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of our rights and obligations under any Loan Agreement (including all or a portion of the Advances owing to us under such Loan Agreement); provided that (i) our obligations under each Loan Agreement shall remain unchanged; (ii) we shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) you shall continue to deal solely and directly with us in connection with our rights and obligations under this Agreement. You agree that each Participant shall be entitled to the benefits of each Loan Agreement to the same extent as we are entitled to. We shall, acting solely for this purpose as your agent, maintain a register on which we enter the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Line of Credit or other obligations under the Loan Agreement(s) (the “Participant Register”); provided that, we shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in, or, or other obligations under, any Loan Agreement) to any person except to the extent that such disclosure is necessary to establish that the Loan Agreement or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

Survival. All covenants, agreements, representations, and warranties made by you in connection with each of the Contracts, and in any Promissory Notes, certificates, or other instruments delivered in connection with or pursuant to such Contracts, shall be considered to have been relied upon by us and shall survive the execution and delivery of such documents, regardless of any investigation made by us or on our behalf and notwithstanding that we may have notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long any amount payable under any of the Contracts is outstanding and unpaid or such Contract remains in effect.

10.

Counterparts; Integration; Effectiveness. Each of the Contracts, and any amendments, waivers, consents, or supplements thereto may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Each Contract constitute the entire contract among the parties with respect to the subject matter thereof and supersede all previous agreements and understandings, oral or written, with respect to such subject matter. Delivery of an executed counterpart of a signature page in electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

11.

Electronic Signatures. YAffixingor delivery of electronic or digital signatures or electronic records inconnection with any Loan Agreement and these Terms and Conditions shall be ofthe same effect, validity, and enforceability as manually executed signaturesor a paper-based recordkeeping system, as the case may be, to the extent and asprovided for under applicable law, including the Electronic Signatures inGlobal and National Commerce Act of 2000 (15 USC § 7001 et seq.), the UniformElectronic Transactions Act (UETA), or any state law based on the UETA,including the New York Electronic Signatures and Records Act (N.Y. Tech. §§ 301to 309).

12.

Severability. If any term or provision of any Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision thereof or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the applicable Contract so as to effectuate the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.

Choiceof Law. Each of the Contracts, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to each of them, and each of the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles, except that the Arbitration Agreement shall be governed by and construed under the Federal Arbitration Act.

14.

ArbitrationAgreement.

You irrevocably and unconditionally agree that any dispute, controversy or claim brought by you arising out of, relating to or in connection with the Contracts including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration to be administered by the American Arbitration Association (the “AAA”), in accordance with its rules (the “AAA Rules”), which can be found here: https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf. The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be New York. The arbitrator shall rule in accordance with the laws of the State of Delaware without regard to conflicts of law provisions that would require the application of the laws of another jurisdiction. The tribunal shall have the power to grant any provisional or final remedy or relief that it deems appropriate, including conservatory measures and an award of attorneys’ fees. The language of the arbitration shall be English.

You irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to these Contracts, or any other associated agreement in any such court. Each of you and RevenueRoll hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

CLASS ACTION WAIVER: NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER.

Further, unless both you and we agree otherwise in writing, the arbitrator may not join or consolidate Claims with claims of any other persons. The arbitrator shall have no authority to conduct any class, private attorney general, or other representative proceeding, and shall award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator shall have no authority to issue any relief that applies to any person or entity except you or us individually. If any portion of this Arbitration Agreement cannot be enforced, the rest of the Arbitration Agreement will continue to apply, except that (a) if a determination is made in a proceeding involving us and you that the class action waiver is invalid or unenforceable with respect to a claim that does not seek public injunctive relief, only this sentence of this Arbitration Agreement will remain in force and the remainder of this Arbitration Agreement shall be null and void, provided that the determination concerning the class action waiver shall be subject to appeal, and (b) if a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the class action waiver prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case, the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THESE TERMS AND CONDITIONS, EACH LOAN AGREEMENT, ANY OTHER AGREEMENT BETWEEN US AND YOU, AND EACH OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LINE OF CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15.

Expenses;Indemnity; Damage Waiver.

You agree to pay all of our out-of-pocket expenses incurred by us, including any fees, charges, and disbursements of any counsel for us, in connection with the enforcement or protection of our rights in connection with each Loan Agreement, including our rights under this Section 15, including any such out-of-pocket expenses incurred in connection with any restructuring, workout, or negotiations in respect of any amounts owed to us under the Loan Agreements.

You agree to indemnify and hold harmless us and our affiliates, and our and our affiliates’ directors, officers, employees, partners, agents, trustees, administrators, managers, advisors, and representatives (each, an “Indemnified Party”) from and against, any and all claims, damages, losses, liabilities, and related expenses (including the reasonable fees, charges, and expenses of any counsel for any Indemnified Party), incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including you) arising out of, in connection with, or by reason of:

The execution or delivery of any Loan Agreement or any agreement or instrument contemplated therein, the performance by the parties thereto of their respective obligations under any Loan Agreement, or the consummation of the transactions contemplated by each Loan Agreement;

ii.

Any Line of Credit or the actual or proposed use of the proceeds therefrom;

iii.

Any actual or prospective claim, investigation, litigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by you, and regardless of whether any Indemnified Party is a party thereto; provided that, such indemnity shall not be available to any Indemnified Party to the extent that such claims, damages, losses, liabilities, or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (B) result from a claim brought by you against any Indemnified Party for breach in bad faith of such Indemnified Party’s obligations under any Loan Agreement.

You agree, to the fullest extent permitted by applicable law, not to assert, and you hereby waive, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages (including, without limitation, any loss of profits or anticipated savings), as opposed to actual or direct damages, resulting from these Terms and Condition, any Loan Agreement, or any other agreement between us and you, or arising out of such Indemnified Party’s activities in connection herewith or therewith (whether before, during, or after the effective date of any such agreement).

All amounts due under this Indemnity provision shall be payable within ten (10) business days after we demand such payment.

You agree that you will not will settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding in respect of which indemnification or contribution could be sought under this indemnity provision (whether or not any Indemnified Party is an actual or potential party to such claim, action, or proceeding) without the prior written consent of the applicable Indemnified Party, unless such settlement, compromise, or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, or proceeding.

16.

Notices. All notices or information required to be provided to us in connection with these Terms and Conditions or any Loan Agreement shall be sent electronically to us at lending@revenueroll.com. We may send any notice that we are required to send to you pursuant to these Terms and Conditions or any Loan Agreement via electronic mail addressed to any email address that you provided to us in connection with any application that you submit to us for a Line of Credit or to any email address that you or someone with apparent authority to act on your behalf provides to us as an appropriate email address for communicating with you.

17.

Limitationof Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVENUEROLL OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “REVENUEROLL PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES AND THE PLATFORM OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE PLATFORM, OR REVENUEROLL’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR THE PLATFORM; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO REVENUEROLL FOR USE OF SERVICES OR THE PLATFORM; OR (II) $1,000.00 USD.

THESELIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICTLIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY,AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TOYOUDATA BACKUP. THE PLATFORM AND THESERVICES DO NOT REPLACE THE NEED FOR YOU TO MAINTAIN REGULAR DATA BACKUPS ORREDUNDANT DATA ARCHIVES. REVENUEROLL HAS NO OBLIGATION OR LIABILITY FOR ANYLOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CLIENTCONTENT.

18.

Automated Telephone Calls; Recording of Calls. You agree that any telephone number you provide to us will be a valid telephone number that you regularly use to conduct business activities. You authorize us to use automated telephone dialing equipment, text messaging systems, and electronic mail directed to your cellular phone to communicate with you about payment due dates, missed payments, and other important information relating to your Loan Agreements. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. These messages may also be recorded directly into your voicemail without first notifying you of an incoming telephone call. You give us your permission to call or send text messages to any telephone number you provide to us now or in the future, to play pre-recorded messages, or to send text messages over the phone. You agree that we will not be liable to you for any such communications, even if an unintended recipient may be able to access such communications. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless, and/or internet services. You agree that we have no liability for such charges. You agree that this authorization constitutes a bargained-for exchange. To the extent you have the right under applicable law to revoke this authorization, you agree you may do so only by updating your preferences through your online servicing account or by contacting us at lending@revenueroll.com. You understand and agree that we may monitor and/or record your telephone conversations with us.

19.

Entire Understanding. These Contracts constitute the sole agreement between you and RevenueRoll regarding the Loan Agreements. It becomes effective only when signed by both parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

20.

ForceMajeure. We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, pandemic, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

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