Terms & Conditions

i.

Subject to and conditioned on your compliance with these Terms and each of the applicable Analytics Services Order Agreement entered into by and between you and RevenueRoll (each such Analytics Services Order Agreement, as may be amended and/or restated, the “Analytics Services 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 Analytics Services 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.

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.

iii.

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 Analytics Services 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, including, but not limited to, Shopify and Amazon.

iv.

Except as permitted in these Terms, you shall not take any actions or inactions that (a) violate these Terms, the Analytics Services 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 Analytics Services Order Agreement, or is harmful to our interests.

i.

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 Analytics Services 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 Analytics Services 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 Analytics Services 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 Analytics Services Order Agreement. All rights in and to the Client Content not expressly granted to RevenueRoll in in these Terms or the Analytics Services 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.

v.

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.

i.

Unless specified otherwise in the Analytics Services Order Agreement, which shall supersede these Terms, RevenueRoll may terminate the Services and the Platform for any reason on thirty (30) days’ prior written notice to the other party. Such foregoing right to terminate only arises in the event of an uncured material breach of your obligations under these Terms or the Analytics Services 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 Analytics Services Order Applicable which restricts or purports to restrict RevenueRoll’s right to terminate these Terms or the Analytics Services Order Agreement without compensation or which otherwise invalidates any provision of these Terms or the Analytics Services Order Agreement; (ii) breach obligations under these Terms or the Analytics Services 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 Analytics Services 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.

i.

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 Marketing Services through the applicable Analytics Services 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 12-month basis. 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, the specific on the date that you signed the Terms and the Analytics Services Order Agreement for the Analytics 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 Analytics Services 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 Analytics Services Order Agreement Order Agreement. The fees and payments are non-refundable and non-cancellable.

ii.

Opt-Out. You may opt out and terminate your annual subscription for the Services on the monthly anniversary of your opt-out period as specified in Analytics Services Order Agreement(s) by serving a written notice to RevenueRoll, subject to the terms and conditions set forth under these Terms and applicable Analytics Services Order Agreement(s). For the avoidance of doubt, you shall not be able to opt out at any time after your opt-out period, and you shall be fully responsible for the payment of the opt-out period for the selected subscription of Services provided by RevenueRoll. You shall provide RevenueRoll with written notice of the Opt-Out at any time from the commencement of the Initial Annual Term.

iii.

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.

iv.

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 Analytics Services 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 Analytics Services Order Agreement, then you and RevenueRoll shall mutually agree on such charges in advance of RevenueRoll conducting the work.

v.

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.

i.

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.

i.

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.”

i.

From time to time during the term of the applicable Analytics Services 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 Analytics Services 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 Analytics Services 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 Analytics Services 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 Analytics Services 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 Analytics Services Order Agreement.

i.

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 Analytics Services 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 Analytics Services 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.

i.

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.

i.

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 Analytics Services Order Agreement, and perform its obligations hereunder and to grant the rights granted under these Terms and the Analytics Services Order Agreement; and (b) nothing contained in these Terms and the Analytics Services Order Agreement, or in the performance of these Terms and the Analytics Services 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 Analytics Services 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 ANALYTICS SERVICES 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 ANALYTICS SERVICES 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 ANALYTICS SERVICES 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.

i.

Each party is an independent contractor with respect to the other party hereunder.  These Terms and the Analytics Services 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.