- Acceptance of Terms.
- Roverr, Inc. dba FetchRev (“FetchRev” or “we”) provides its Service (as defined below) to you through its application and through its web site located at https://www.fetchrev.com/ or its subsidiaries (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
- FetchRev may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to email@example.com.
- Description of Service. The “Service” includes (a) the Site, (b) FetchRev’s merchant services and related technologies, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS. The Service is designed to provide merchants (“Merchant(s)”) a platform for collecting customer information, communicating with customers and offering customers or prospective customers access to data, information, special deals, vouchers, coupons and offers (collectively, “Offers”).
- General Conditions/ Access and Use of the Service.
- As part of the registration process, you will identify an administrative user name and password for your account (“Account”). Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to FetchRev. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy, export control laws or the CAN-SPAM Act of 2003 and CASL of 2017 and EU GDPR 2018) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices FetchRev provides you or publishes in connection with the Service, and you shall promptly notify FetchRev if you learn of a security breach related to the Service.
- Any software that may be made available by FetchRev in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, FetchRev hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by FetchRev for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of FetchRev or any third party is granted to you in connection with the Service.
- You are solely responsible for all customer information, data, information, feedback, suggestions, text, content and other materials that you (or your customers) upload, post, submit, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). For all content sent outside of your organization via the Services, you acknowledge and agree that FetchRev shall have the right to automatically add reasonable branding and an identifying footer in accordance with our standard policies then in effect and may share this information with other parties in order to reach a broader audience. With respect to customer information (including but not limited to email lists), you agree that you will not use any purchased or rented lists or any other lists you obtained from a third party. Without limiting the generality of the foregoing in this section, you may not use the Service to directly or indirectly send, transmit, handle, distribute or deliver: (a) unsolicited email (“spam” or “spamming”) in violation of applicable law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting) and you agree to demonstrate consent to marketing upon FetchRev’s request; or (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry. You accept direct and fiscal responsibility, and agree to hold FetchRev harmless, for any and all assessed fines or fees resulting from any known or unknown violation of the above.
- You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account. FetchRev reserves the right to access your Account in order to respond to your requests for technical or campaign support. By posting Your Content on or through the Service, you hereby do and shall grant FetchRev a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. FetchRev has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that FetchRev may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
- You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to FetchRev’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. FetchRev will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
- You shall be responsible for obtaining (except to the extent you enter into a Device Lease Agreement with FetchRev) and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment and for all uses of your Account or the Equipment.
- The failure of FetchRev to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and FetchRev, even though it is electronic and is not physically signed by you and FetchRev, and it governs your use of the Service.
- Subject to the terms hereof, FetchRev may (but has no obligation to) provide technical support services, through email or telephone in accordance with our standard practice.
- Merchant Offers. You are the holder and issuer of each Offer made or distributed in connection with the Service. As a holder and issuer of the Offer, you represent, warrant and agree that you shall fully honor and redeem all Offers and shall be solely and fully responsible for any and all injuries, illnesses, damages, claims, liabilities, losses and costs suffered by or related to a customer concerning any Offer or caused in whole or in part the you, as well as for any unclaimed property liability arising from unredeemed Offers or portions thereof. You hereby waive and release and will hold harmless FetchRev and its officers, directors, employees and agents from, any claim, liabilities, losses, damages, or injury arising from or related to any Offer or any act or omission by you in connection with an Offer or the services or goods provided in connection therewith and/or as it relates to compliance with applicable unclaimed property and other laws relating to the redemption of Offers or any portion thereof.
- Payment to Merchants. For amounts collected from the sale of your Offers by FetchRev, FetchRev will endeavor to remit the Remittance Amounts (defined below) to you, less the Transaction Fees (if applicable) and credit card transaction fees, within thirty (30) days after the end of the calendar month in which they are received. For purposes hereof, “Remittance Amounts” means the gross revenue actually received by FetchRev from users of the Service who purchase your Offers, less any taxes, refunds (if granted in FetchRev’s sole discretion), chargebacks and bad debt. Any Remittance Amounts will be paid to you in accordance with the payment information provided to FetchRev by you through the Service, and you are solely responsible for ensuring such information remains accurate and up to date.
- Refunds. If any FetchRev user redeems an Offer for less than the amount the user paid for such Offer (“Price Paid”), then, upon request, you will issue a credit or cash equal to the difference between the Price Paid and the amount redeemed. If any user who has paid for an Offer for your goods/services requests a cash refund in lieu of redeeming such Offer, you will promptly refund the Price Paid to such user. If any user requests a refund from FetchRev because the Offer has expired, FetchRev will refund such customer; for any other refund requests, FetchRev will endeavor to obtain your consent in advance of granting any refunds, but FetchRev shall have the right to grant refunds in its sole reasonable discretion. In the event of any customer refunds, you will (i) refund to FetchRev any Remittance Amounts paid by FetchRev with respect to customer refunds provided by you or by FetchRev, and you will reimburse FetchRev for actual credit card transaction fees incurred by FetchRev for the original transaction plus credit card transaction fees incurred by FetchRev in processing the refund, or (ii) at FetchRev’s option, the amounts in (i) may be deducted from your next Remittance Amount payment for the applicable Offer or any future Offer.
- Service Fees. When a FetchRev user purchases an Offer, we may charge a fee (“Service Fee”) on each purchase, which will be added to the transaction total. If the offer is refunded, any Service Fee applied will also be refunded to the user. For partial refunds, the Service Fee will be refunded pro rata. Service fees on eligible transactions are as follows:
|If the transaction total is:||The Service Fee will be:|
|Up to $10.00||$0.30|
|$10.01 to $20.00||$0.60|
|$20.01 to $35.00||$1.00|
|$35.01 to $50.00||$1.50|
|$50.01 to $75||$2.00|
|More than $75||$3.00|
- Integrated Services. You may enable various online services (such as social networking services like Facebook or Twitter) to be directly integrated into your FetchRev experience (“Integrated Services”). By directly integrating these services into the Service, we make your online experiences richer, and more personalized. For example, you may be able to communicate with or publish Offers directed to Integrated Services. To take advantage of these features, we may ask you to register for or log into the Integrated Services on the websites of their respective providers. By enabling Integrated Services within the Service, you are allowing us to pass your log-in information to these Integrated Services for this purpose. However, please remember that the manner in which Integrated Services use, store and disclose your information is governed solely by the policies of such third parties, and FetchRev shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, FetchRev is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Integrated Services. As such, FetchRev is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Integrated Services. FetchRev enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
- Representations and Warranties. You represent and warrant to FetchRev that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content, including without limitation your customer information, or have obtained all permissions, releases, rights or licenses required to engage in your emailing, posting and other activities (and allow FetchRev to perform its obligations) in connection with the Services without obtaining any further releases or consents (including without limitation, customer releases or consents); (iii) Your Content and other activities in connection with the Service, and FetchRev’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
- Termination. Customer may terminate the Agreement without cause upon thirty (30) days prior written notice to FetchRev and Customer will be charged the remainder of the subscription fees due for the agreement term (“Termination Fee”). Customer will be billed for the full month during which the written notification is received. Termination will be effective at the end of the then-current monthly billing period. FetchRev reserves the right to cancel at any time upon thirty (30) days prior written notice. All fees paid up front are non-refundable. Any Device(s) not paid up front and in full as set forth in the Order Form remains property of FetchRev and must be returned via a provided shipping label or will be charged off at $300 per Device. Subject to earlier termination as provided below, FetchRev may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, FetchRev may also terminate this TOS upon ten (10) days’ notice if you breach any of the terms or conditions of this TOS. FetchRev reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). If FetchRev terminates your account without cause, or if you terminate your account for convenience in accordance with this TOS, then FetchRev will, upon your written request, provide a file of Your Content (in .csv format) existing on the Service as of the date of such termination of your Account, for a period of sixty (60) days following notice of termination. After such sixty (60) day period, FetchRev may delete Your Content on the Service. All accrued rights to payment and the terms of Section 4-16 shall survive termination of this TOS.
- DISCLAIMER OF WARRANTIES. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by FetchRev or by third-party providers, or because of other causes beyond our reasonable control, but FetchRev shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FETCHREV EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. YOU ACKNOWLEDGE THAT FETCHREV DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM FETCHREV OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
- Account Information from Third Party Sites.
- Through the Service, you may direct FetchRev to retrieve certain information maintained online by third-party providers with which you have a customer relationship, maintain accounts or engage in transactions (‘Account Information’). You agree to provide your username, password and other log-in information and credentials necessary to access your account with such providers (‘Access Information’), and you hereby grant FetchRev permission to use the Access Information and Account Information for the purposes contemplated by this TOS.
- By using the Service and providing your Access Information, you expressly authorize FetchRev to access and use your Account Information maintained by identified third parties, on your behalf as your agent. You hereby authorize FetchRev to use your Access Information to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit Account Information. YOU ACKNOWLEDGE AND AGREE THAT WHEN FETCHREV ACCESSES AND RETRIEVES ACCOUNT INFORMATION FROM THIRD PARTY SITES, FETCHREV IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You acknowledge and agree that the Service may not be sponsored or endorsed by the third party services accessible through the Service. You represent and warrant that neither the foregoing (or anything else in this TOS) nor your use of the Services will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third party site. FetchRev does not guarantee that any such third party services will continue to be made available within the Service, and such services may be removed or disabled by FetchRev at any time without notice to you.
- LIMITATION OF LIABILITY.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL FETCHREV BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
- Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, FETCHREV’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnification. You shall defend, indemnify, and hold harmless FetchRev from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. FetchRev shall provide notice to you of any such claim, suit or demand. FetchRev reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting FetchRev’s defense of such matter.
- U.S. Government Matters. You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by FetchRev on any Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
- Assignment. You may not assign this TOS without the prior written consent of FetchRev. FetchRev may assign or transfer this TOS, in whole or in part, without restriction.
- Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Device Lease Agreement and Order Form signed by the parties hereto (if any), is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind FetchRev in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- Governing Law. This TOS shall be governed by the laws of the State of Arizona without regard to the principles of conflicts of law. Unless otherwise elected by FetchRev in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Arizona for the purpose of resolving any dispute relating to your access to or use of the Service.