20-179.00 Rev.com: Closed Captioning for Zoom 26 . L 79
DocuSign Envelope ID:BACDC6EE-AIE4-45B4-AE09-AFEE7C11A64E
Rè ,
1717 W. 6th St. Suite 310, Austin, TX 78703
+1 (415) 801-0500 I sales@rev.com I www.rev.com
Amendment 1 to
University & Government
Master Services Agreement
This Amendment is between Rev.com, Inc., and City of Spokane Valley, amending the University &
Government Master Services Agreement("MSA") dated October 14, 2020 and is effective October 14,
2020. Where terms contradict between this Amendment and the MSA, the terms in this Amendment
will prevail.
Section 6(b) is amended as follows:
1.5% is deleted and replaced by 1%
Section 10(d) is deleted in its entirety and is amended as follows:
Intentionally Omitted
IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have
executed this Agreement.
Rev.com, Inc. City of Spokane Valley
By: �1-rtu - Uwe ¢ By: 44
Name: Emina Bozek Name: Eltati--Rneele4 nil 44E16 Ca I Ltov"
Title: Contracts Manager Title: G h /lit.. a r
Date: October 19, 2020 Date: 10/(q/20
DocuSign Envelope ID:BACDC6EE-A1E4-4584-AE09-AFEE7C11A64E
ReV.
1717 W. 6th St. Suite 310, Austin, TX 78703
+1 (415) 801-0500 j sales@rev.com I www.rev.com
University & Government Master Services Agreement
Updated May 1, 2020
Only U.S. local, state, and federal government agencies and U.S. primary schools (elementary, middle
and high schools) and U.S. universities are eligible for the terms in this Master Services Agreement
("MSA"). For all other entities, this MSA is expressly not accepted by Rev.com, Inc. (Rev")
This MSA is between Rev and the entity named below in the signature block ("Customer") and is
effective from October 14, 2020 through the Term Date in the signature block below. The following
documents are incorporated into this MSA(collectively, "Agreement"):
Exhibit A -Customer Standard Contract Terms
Exhibit B - Rev's Terms of Service as amended by the University & Government Addendum
In the event of a conflict between the terms in this Agreement, the terms shall govern in this order: (1)
MSA, (2) Customer Standard Contract Terms, and (3) Rev's Terms of Service as amended by the
University &Government Addendum.
MSA Terms
1. Data Storage. Rev will enable the autodelete setting on Customer's account, so that all content will
be permanently deleted 7 days after the services are delivered to Customer.
2. Limitation of Liability.
(a) Rev's liability arising from (i) death or personal injury caused by negligence (ii) fraudulent •
misrepresentation, (iii) any other loss or damages for which such limitation is expressly
prohibited by applicable law, shall be unlimited.
(b) Subject to section 2(a), the maximum aggregate monetary liability of Rev and any of its
representatives in connection with this Agreement under any theory of law shall not exceed
actual damages incurred up to $10,000.
3. Insurance. Rev shall, during the term of this Agreement, maintain in force the following
insurance coverage at its own cost and expense:
(i) Statutory Workers Compensation and Employer's Liability as required by state law
with a minimum limit of$1,000,000 each accident/$1,000,000 each disease/
$1,000,000 policy limit per occurrence;
(ii) Disability and Unemployment Insurance, and all other insurance as required by law,
including Employer's Liability Insurance with limits of no less than $1,000,000 per
occurrence, or any amount required by applicable law, whichever is greater;
(iii) Commercial General Liability, on an occurrence basis, including premises-
operations, product completed-operations, broad form property damage, contractual
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liability, independent contractors and personal liability, with a minimum combined single
limit of$1,000,000 per occurrence, naming Customer as an additional insureds; and
(iv) Cyber and Professional Errors and Omissions coverage covering the Rev Service,
with coverage limits of not less than $2,000,000 per claim or per occurrence/
$2,000,000 aggregate, placed either on an "occurrence" basis or on a "claims made"
basis.
4. Rev Accounts. The Terms of this Agreement shall apply to the following Rev account:
Rev Account Number: 976597162
Primary Contact Name: Chad Knodel
Primary Contact Phone:: 509-720-5055
Primary Contact Email: cknodel@spokanevalley.org
Billing Contact Name: Accounts Payable
Billing Contact Phone: 509-720-5044
Billing Contact Email: accountspayable@spokanevalley.org
Billing Contact Address: 10210 E. Sprague Ave., Spokane Valley, WA 99206
This account will be enabled to receive monthly invoicing and will initially be assigned a $3,000
revolving credit limit, which may be adjusted by Rev at any time. Customer is responsible for entering
the correct purchase order number(if required) when placing each order.
IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have
executed this Agreement.
Rev.com, Inc. City of Spokane Valley
By: Cyruru �e By: WAAL C-td4-fir------
Name: Emina Bozek Name: et- o,k- C'^/LV.—
Title: Contracts Manager Title: L , MA Q
Date: October 19, 2020 Date: 10/ 2.0
Term Date:
Governing Law State:
•
DocuSign Envelope ID:BACDC6EE-A1E4-45B4-AE09-AFEE7C11A64E
Exhibit A
Rev's Terms of Service and University & Government Addendum
RèiV)
1717 W. 6th St. Suite 310, Austin, TX 78703
+1 (415) 801-0500 I sales@rev.com I www.rev.com
Rev.com Terms of Service
Updated Jan 15, 2020
PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR
OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS
OF THIS AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS TO THE TERMS OR ANY
POLICY. THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN YOU AND US
ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS
AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION
WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO
SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR
COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN
THAT SECTION.
1. Acceptance of Terms
(a) This Agreement(this 'Agreement"), including the BINDING ARBITRATION AND CLASS
ACTION WAIVER CONTAINED HEREIN, is entered into by and between Rev.com, Inc. ("Rev,"
"we," "us," or"our") and you ("Customer," "you" or"your") (each herein also referred to
individually as a "Party," or collectively as the "Parties").
(b) Rev offers simple and efficient transcription, video caption, translation and other related
document services through its proprietary online platform accessible from the website and
associated domains of https://www.rev.com, https://rev.ai and https://www.temi.com
(collectively, "Site") and Rev's desktop or mobile applications ("Apps"), all of which may be
updated from time-to-time, including any successor websites and domains, and web, mobile or
desktop applications (the Site together with the Apps, the "Service"). Any access to or use of
the Service is subject to the terms and conditions in the Terms of Service ("Terms") set forth
herein. Rev may, at its discretion, update the Terms at any time. You can access and review the
most current version of the Terms at the URL for this page or by clicking on the"Terms of
Service" link within the Service or as otherwise made available by Rev.
(c) If you are entering into the Terms on behalf of a company or other legal entity, you represent
and warrant that you are authorized and lawfully able to bind such entity to the Terms, in which
case "you" shall refer to such entity. You represent and warrant that you are:
(i) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is
• greater;
(ii) of legal age to form a binding contract;
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(iii) not a person barred from using the Service under the laws of your country of residence
or any other applicable jurisdiction;
(iv) not located in a country that is subject to a U.S, Government embargo or designated by
the U.S. Government as a "terrorist supporting" country; and
(v) not listed on any U.S. Government list of prohibited or restricted parties, including the
Specially Designated Nationals List.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU
MAY NOT ACCESS OR USE THE SERVICE.
2. Grant of Rights.
Rev grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a)
access and view pages within the Service; (b) to access and use any online software, applications or
other similar components made available through the Service, only within the Service and only in the
form found within the Service; and (c) install, run and use the Apps on a device that you own and
control, in executable, machine-readable, object code form only. All rights granted to you under this
Agreement are subject to your compliance with the Terms in all material respects.
3. LIMITATION OF LIABILITY
3F
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY:
(a) REV'S LIABILITY ARISING FROM (i) DEATH OR PERSONAL INJURY CAUSED BY
NEGLIGENCE, (ii) FRAUDULENT MISREPRESENTATION, OR (iii)ANY OTHER LOSS OR
DAMAGES FOR WHICH SUCH LIMITATION IS EXPRESSLY PROHIBITED BY
APPLICABLE LAW, SHALL BE UNLIMITED.
(b) SUBJECT TO SECTION 3(a), THE MAXIMUM AGGREGATE MONETARY LIABILITY OF
REV AND ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT
UNDER ANY THEORY OF LAW SHALL NOT EXCEED ACTUAL DAMAGES INCURRED UP
TO THE GREATER OF:
(i) AN AMOUNT EQUAL TO SIX TIMES THE FEES PAYABLE BY CUSTOMER FOR
THE USE OF THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM IN THE
FIRST MONTH IN WHICH FEES ARE CHARGED UNDER THIS AGREEMENT, OR
(ii) THE TOTAL AMOUNT PAID BY CUSTOMER TO REV FOR THE USE OF THE
PLATFORM OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM IN THE 12
MONTHS IMMEDIATELY PRECEDING THE EVENT(S) THAT FIRST GAVE RISE TO
THE CLAIM.
(c) THE TERMS REQUIRE BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM
ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS OR YOUR ACCESS TO OR
USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR
INTERPRETATION OF THE TERMS (EACH, A "CLAIM"), AND YOU AGREE THAT ANY
SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A
CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION
OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTIONS 11(j) and 11(k) CAREFULLY
TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
RESOLUTION OF ANY CLAIM.
4. Definitions
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(a) "Applicable Law" means all applicable laws and regulations, including any relating to workplace
safety, anti-money laundering, anti-corruption, privacy, data protection, export control or
transactions with foreign nationals.
(b) "Aggregate Data" means data that has been aggregated in a manner that does not reveal any
personal information and cannot reasonably be used to identify Customer or End Users as the
source of such data.
(c) "Agreement" (including, without limitation, the term "this Agreement") means, collectively, the
Terms, any Policy, and other addenda which govern Customer's use of the Platform or Rev's
provision of Service.
(d) "Credentials" means any user accounts, passwords and other authentication credentials
associated with use of the Platform by Customer or End Users.
(e) "Customer Data" means all information, content, data and other materials that Customer and •
End Users submit, upload, email, transmit, process or otherwise make available through the
Platform.
(f) "Customer Facilities" means Credentials, and any other account, hardware, platform, system
or facility within Customer's custody or control.
(g) "Emergency Security Issue" means any: (i) use of the Platform by Customer or End Users that
disrupts or is reasonably likely to disrupt the availability of the Platform to other users; or(ii)
access to the Platform by any unauthorized third party through use of any Customer Facilities.
(h) "End Users" means Customer's employees and contractors who access and use the Platform
pursuant to this Agreement.
(i) "intellectual Property" means all rights associated with patents and inventions; copyrights,
mask works and other works of authorship (including moral rights); trademarks, service marks,
trade dress, trade names, logos and other source identifiers; trade secrets; software, databases
and data; and all other intellectual property and industrial designs.
(j) "Platform" means Rev's proprietary platform for simple and efficient transcription, video caption,
translation and other related document services.
(k) "Policy" means any privacy or security policy and other guidelines instituted by Rev or its
licensors or service providers, as may be updated from time to time.
(I) "Suggestions" means any suggestions, comments, ideas, improvements or other feedback
relating to the Platform that Customer or End Users elect to provide or make available to Rev.
(m)"Support" means the maintenance and support services for the Platform to be provided by Rev
to Customer as specified in Schedule 1.
5. Customer Obligations
(a) Your Registration Obligations: You are required to register with Rev in order to access and use
the Service. You agree to provide and maintain true, accurate, current and complete
information about yourself as prompted by the Service's registration form. Registration data and
certain other information about you are governed by our Privacy Policy, which can be found at
www.rev.com/about/privacy.
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•
(b) Account, Password and Security: You are responsible for maintaining the confidentiality of your
password and account, if any, and are fully responsible for any and all activities that occur under •
your password or account. You agree to (i) immediately notify Rev of any unauthorized use of
your password or account or any other breach of security, and (ii) ensure that you exit from your
account at the end of each session when accessing the Service. Rev will not be liable for any •
•
loss or damage arising from your failure to comply with this Section. •
(c) Restrictions. Except as expressly permitted under this Agreement, Customer shall not itself, nor
shall it permit any other party to: (i) reproduce, modify, translate, adapt or create derivative
works based upon the Platform; (ii) reverse engineer, decode, decompile, disassemble or
otherwise attempt to access or derive the source code or architectural framework of the
Platform; (iii) access the Platform for purposes of benchmarking or developing, marketing,
selling or distributing any product or service that competes with or includes features
substantially similar to the Platform; (iv) take any action that imposes an unreasonable or
disproportionately heavy load on the Platform or its infrastructure or that negatively affects the
ability of others to access or use the Platform; (v) rent, lease, lend, sell or sublicense the
Platform or otherwise provide access to the Platform as part of a service bureau or similar fee-
for-service
purpose; or (vi) use the Platform in any way that does not comply with all Applicable
Law.
(d) Content. You acknowledge and agree that all information, data, data records, databases, text,
software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and
other materials accessible through the Service, whether publicly posted or privately transmitted
("Content"), are the sole responsibility of the person from whom such Content originated. This
means that you, and not Rev, are entirely responsible for all Content that you upload, post,
email, transmit or otherwise make available through the Service. You acknowledge and agree
that by accessing or using the Service, Rev may receive certain information about you and any
other third parties included in Content, including personal information, and Rev may collect, use,
disclose, store and process such information in accordance with the Rev Privacy Policy. You
acknowledge and agree that Rev has no obligation to pre-screen Content, although Rev
reserves the right in its sole discretion to pre-screen, refuse or remove any Content.
Without limiting the generality of the foregoing sentence, the following are examples of the kind
of content and/or use that is illegal or prohibited by Rev and you agree not to use the Service to:
(i) email or otherwise upload any content that (i) infringes any intellectual property or
other proprietary rights of any party; (ii) you do not have a right to upload under any law
or under contractual or fiduciary relationships; (iii) contains software viruses or any other
computer code, files or programs designed to interrupt, destroy or limit the functionality
of any computer software or hardware or telecommunications equipment; (iv) poses or
creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening,
abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene,
pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or
otherwise objectionable; or (vii) in the sole judgment of Rev, is objectionable or which
restricts or inhibits any other person from using or enjoying the Service, or which may
expose Rev or its users to any harm or liability of any type;
(ii) interfere with or disrupt the Service or servers or networks connected to the Service,
or disobey any requirements, procedures, policies or regulations of networks connected
to the Service;
(iii) violate any applicable local, state, national or international law, or any regulations
having the force of law;
(iv) impersonate any person or entity, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
(v) solicit personal information from anyone;
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(vi) harvest or collect email addresses or other contact information of other users from
the Service by electronic or other means for the purposes of sending unsolicited emails
or other unsolicited communications;
(vii) advertise or offer to sell or buy any goods or services for any business purpose that
is not specifically authorized;
(viii) further or promote any criminal activity or enterprise or provide instructional
information about illegal activities; or
(ix) obtain or attempt to access or otherwise obtain any materials or information through
any means not intentionally made available or provided for through the Service.
(x) upload any non-public, sensitive financial or medical information of any nature, or any
non-public, sensitive personal data (e.g., social security numbers, driver's license
numbers, personal bank account numbers, passport or visa numbers and credit card
numbers).
Rev reserves the right to investigate and take appropriate legal action against anyone who, in
Rev's sole discretion, violates this provision, including without limitation, removing the offending
content from the Service, suspending or terminating the account of such violators and reporting
you to the law enforcement authorities.
(e) Technical Requirements. Customer and End Users shall be solely responsible for obtaining,
configuring and maintaining any hardware, network connectivity and third-party software and
services required to access or provide access to the Platform, including the Customer Facilities
and any other computers, mobile devices, operating systems, web browsers and storage
devices,
(f) Protection. Customer shall be solely responsible for protecting the confidentiality of Credentials
and all activities undertaken using Customer Facilities. In the event that Customer becomes
aware of any unauthorized access to or use of the Platform, Customer shall promptly give
written notice to Rev of such unauthorized access or use and make reasonable efforts to
eliminate such unauthorized access or use. Customer shall at all times implement appropriate
security policies and procedures and access control methodologies to safeguard access to and
use of the Platform. All such measures shall comply with prevailing industry standards but in no
case consist of less than reasonable care,
(g) Customer Back-Up. Customer acknowledges that Rev may establish general practices and
limits concerning use of the Platform, including without limitation the maximum period of time
that Customer Data will be retained by the Platform and the maximum storage space that will be
allotted on Rev's servers on Customer's behalf. Customer shall be responsible for backing-up
Customer Data.
(h) Compliance with Law. Customer shall be solely responsible for complying with Applicable Law
relating to Customer's access to and use of the Platform and its collection, storage, processing
and use of Customer Data.
(i) Policies. In addition to the terms and conditions of this Agreement, access to and use of the •
Platform shall comply with and be subject to any Policies.
6. Fees
(a) Fees. To use the Services, you will be required to make one or more payments and provide Rev
information regarding your credit card or other payment instrument. You represent and warrant
to Rev that such information is true and that you are authorized to use the payment instrument.
You will promptly update your account information with any changes (for example, a change in
your billing address or credit card expiration date) that may occur. You agree to pay Rev the
•
•
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amount that is specified in the Service in accordance with the terms therein and this Agreement.
Prepayments shall be nonrefundable and may only be used for future services. Customer is
responsible for any wire transfer fees. All fees specified herein are denominated in United
States dollars unless otherwise specified.
(b) Invoicing. Rev may choose to bill through an invoice, in which case, full payment for invoices
issued in any given month must be received by Rev thirty (30) days after the mailing date of the
invoice, or the Services may be suspended. Unpaid invoices are subject to a finance charge of
1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is
lower. If you dispute any charges you must let Rev know within thirty(30) days after the date
that Rev invoices you.
(c) Pricing. We reserve the right to change Rev's prices at any time without notice. Rev's pricing
will be reflected on the Site. Your continued use of the Service after the price change becomes
effective constitutes your agreement to pay the changed amount.
(d) Duplicative Uploads. Customer acknowledges and agrees that it shall be responsible for
duplicative uploads of content or selecting the incorrect service type.
(e) Taxes. Any and all amounts payable hereunder by Customer are exclusive of any value-added,
sales, use, excise or other similar taxes (collectively, "Taxes"). Customer shall be solely
responsible for paying all applicable Taxes.
7. Intellectual Property
(a) Responsibility for Data. Customer and End Users, and not Rev, are solely responsible for all
Customer Data and giving all required notices and obtaining all necessary consents (including
all required permissions from Intellectual Property holders) before submitting Customer Data
through or to the Platform. Customer and End Users shall not submit, upload, email, transmit or
otherwise make available through the Platform any data not owned by Customer or End Users
or for which Customer and End Users do not have all necessary authorization to submit, upload,
email, transmit or otherwise make available through the Platform.
(b) Customer Ownership. Rev acknowledges and agrees that, as between Customer and Rev, •
Customer owns all rights, title and interest(including all Intellectual Property) in and to
Customer Data and any translations, transcriptions, or captions of such Customer Data. During
the term of this Agreement, Customer hereby grants Rev and its service providers a worldwide,
royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works
from, perform, display, distribute, make and have made Customer Data (including Aggregate
Data) as necessary for Rev to: (i) provide access to the Platform to Customer and End Users
(including any maintenance, calibration, diagnostic and troubleshooting); and (ii) monitor the
performance of the Platform.
(c) Rev Ownership. Customer acknowledges and agrees that, as between Rev and Customer, Rev
owns all right, title and interest(including all Intellectual Property) in and to the Platform and all
improvements, enhancements or modifications thereto, including all data therein (except for
Customer Data).
(d) Aggregate Data. Customer acknowledges and agrees that Rev may collect or generate
Aggregate Data in connection with providing Customer and End Users with access to the
Platform, and Customer hereby grants Rev and its service providers a perpetual, irrevocable,
worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use,
reproduce, modify, adapt, create derivative works from, publicly perform, publicly display,
distribute, make and have made Aggregate Data for any lawful purpose.
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(e) Suggestions. You acknowledge and agree that any Suggestions provided by you to Rev are •
•
non-confidential, shall become the property of Rev and Rev will be entitled to the unrestricted
use and dissemination of these Suggestions for any purpose, commercial or otherwise, without •
acknowledgment or compensation to you.
(f) Intellectual Property Notices. Customer shall not remove, obscure or modify in any way any
copyright or trademark notices or other notices or disclaimers that appear within the Platform or
any other materials made available by Rev.
(g) Reservation of Rights. Each of the parties reserves all rights not expressly granted under this
Agreement.
(h) Third-Party Software. Some components of the Platform may be provided with or have
incorporated into them third-party software licensed under open source license agreements or
other third-party license terms ("Third-Party Software"). Customer acknowledges and agrees
that: (i) Rev has no proprietary interest in any Third-Party Software; (ii) notwithstanding anything
to the contrary, any Third-Party Software is provided "AS IS," with all faults, and neither the
licensor of Third-Party Software nor Rev shall be liable for any direct, indirect, incidental,
special, punitive or consequential damages, or lost profits or cost of cover, relating to arising
from Third-Party Software, including access to or use of Third-Party Software; and (iii) Third-
Party Software may be subject to separate terms and conditions set forth in the respective
license agreements relating to such software.
8, Term, Suspension and Termination
(a) Term. The term of this Agreement will commence on the date you begin using the Service and
will continue as long as you maintain a Rev account, unless terminated by either party in
accordance with the terms of this Agreement. Either party may terminate this agreement upon
30 days written notice to the other party.
(b) Suspension. Rev reserves the right to suspend Customer or any End User's access to the
Platform in the event of an Emergency Security Issue. Rev will make commercially reasonable
efforts to limit suspension to the minimum extent and duration necessary to eliminate the
Emergency Security Issue. Rev further reserves the right to suspend or revoke access to the
Platform by any End User who violates this Agreement or any Policy.
(c) Termination for Cause. Notwithstanding anything to the contrary, this Agreement may be
terminated as follows: (i) by the non-breaching party upon a material breach of this Agreement
by the other party, which breach is not cured within thirty(30) days after receipt of written notice
from the non-breaching party; or (ii) by either party in the event the other party becomes
insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or
debtor's relief law; has a receiver or manager appointed; makes an assignment for the benefit of
creditors; or takes the benefit of any Applicable Law in force for the winding up or liquidation of
such party's business.
(d) Events Upon Termination. Upon expiration or termination of this Agreement for any reason: (i)
all rights granted by the parties under this Agreement shall immediately terminate; and (ii)
Customer shall immediately cease all use of the Platform made available under this Agreement.
Upon expiration or termination of this Agreement each party shall immediately cease all use of
the other party's Confidential Information (as defined in Section 10(a) and upon written request,
destroy all copies of such Confidential Information that are within its custody or control.
Notwithstanding the termination of this Agreement for any reason, neither party will be relieved
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of any duty, obligation, debt or liability that arose or accrued prior to the effective date of
termination. Within 30 days of Termination, Rev will return any prepaid, unused fees.
(e) Survival. Any provision that, by its terms, is intended to survive the expiration or termination of
this Agreement shall survive such expiration or termination, including Sections: 3 (Limitation of
Liability); 5 (Fees); 6 (Intellectual Property); 7(d) (Events Upon Termination); 7(e) (Survival); 8
(Indemnification); 9 (Confidential Information); 10 (Disclaimer of Warranties) and 11
(Miscellaneous).
9. Indemnification
(a) Rev Indemnification. Rev will defend Customer against any claim, demand, suit, or proceeding
("Claim") made or brought against Customer by a third party alleging that the use of the Rev
Service as permitted hereunder infringes or misappropriates a United States patent, copyright or
trade secret and will indemnify Customer for any damages finally awarded against (or any
settlement approved by Rev) Customer in connection with any such Claim; provided that
(i) Customer will promptly notify Rev of such Claim;
(ii) Rev will have the sole and exclusive authority to defend and/or settle any such Claim
(provided that Rev may not settle any Claim without Customer's prior written consent,
which will not be unreasonably withheld, unless it unconditionally releases Customer of
all related liability); and
(iii) Customer reasonably cooperates with Rev in connection therewith. If the use of the Rev
Service by Customer has become, or in Rev's opinion is likely to become, the subject of
any claim of infringement, Rev may at its option and expense (a) procure for Customer
the right to continue using and receiving the Rev Service as set forth hereunder; (b)
replace or modify the Rev Service to make it non-infringing (with comparable
functionality); or (c) if the options in clauses (a) or(b) are not reasonably practicable,
terminate this Agreement.
(b) Customer Indemnification. Customer agrees that Rev shall have no liability and Customer shall
indemnify, defend and hold Rev harmless against any Loss to the extent arising from any Claim
if such Claim is caused in whole or in part by:
(i) Customer's breach of this Agreement or noncompliance with any Policy;
(ii) use of the Rev Service by Customer not in accordance with this Agreement;
(iii) Customer Data; or
(iv) the combination, operation or use of the Rev Service with other applications, portions of
applications, product(s) or services where the Rev Service would not by itself be
infringing.
This Section states Rev's sole and exclusive liability and obligation, and Customer's exclusive
remedy for any claim of any nature related to infringement or misappropriation of intellectual
property.
(c) Procedure. The indemnified party shall:
(i) give the indemnifying party prompt written notice of any indemnified claim; provided,
however, that failure of the indemnified party to give such prompt written notice shall not
relieve the indemnifying party of any obligation to indemnify pursuant to this Section 8,
except to the extent the indemnifying party has been prejudiced thereby;
(ii) cooperate fully with the indemnifying party, at the indemnifying party's expense, in the
defense or settlement of any indemnified claim; and
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(iii) give the indemnifying party sole and complete control over the defense or settlement of
any indemnified claim; provided, however, that any settlement must include a complete
release of the indemnified party without requiring the indemnified party to make any
payment or bear any obligation.
10. Confidential Information
(a) Definition. 'Confidential Information" means all business or technical information of a party
whether it is received, accessed or viewed by the recipient, whether prior to or after the
execution of this Agreement, in writing, visually, electronically or orally. Confidential Information
shall include, without limitation, pricing information, custom service offerings, technical
information, marketing and business plans, databases, specifications, formulations, tooling,
prototypes, sketches, models, drawings, specifications, procurement requirements, engineering
information, product samples, computer software (source and object codes), forecasts, identity
or details about actual or potential customers or projects, clinical trials, techniques, inventions,
discoveries, know-how and trade secrets, and any other information that could reasonably be
considered as confidential information. Confidential Information also includes all such business
or technical information of any third party that is in the possession of a party subject to the
exceptions set forth in this Section.
Confidential Information does not include information that:
(i) was available to recipient prior to disclosure of such information to the recipient and
free of any confidentiality obligation in favor of the disclosing party and known to the
recipient at the time of disclosure;
(ii) is made available to the recipient from a third party not known by the recipient at the
time of such availability to be subject to a confidentiality obligation in favor of the
disclosing party;
(iii) is made available to third parties by the disclosing party without restriction on the
disclosure of such information;
(iv) is or becomes available to the public other than as a result of disclosure by the
recipient prohibited by this Agreement; or
(v) is developed independently by a party or its directors, officers, members, partners,
employees, consultants, contractors, agents, representatives or affiliated entities
(collectively, "Associated Persons"),
(b) Non-Disclosure. The recipient will keep secret and will not disclose to anyone any of the
Confidential Information, other than furnishing the Confidential Information to Associated
Persons; provided that such Associated Persons are bound by agreements respecting
confidential information. The recipient will use reasonable care and adequate measures to
protect the security of the Confidential Information and to attempt to prevent any Confidential
Information from being disclosed or otherwise made available to unauthorized persons or used
in violation of the foregoing.
Notwithstanding anything to the contrary herein, a recipient is free to make, and this Agreement
does not restrict, disclosure of any Confidential Information in a judicial, legislative or
administrative investigation or proceeding or to a government or other regulatory agency;
provided that, if permitted by law, the recipient provides to the disclosing party prior notice of the
intended disclosure and permits the disclosing party to intervene therein to protect its interests
in the Confidential Information, and cooperate and assist the disclosing party in seeking to
obtain such protection
(c) Data Security. Rev will use commercially reasonable efforts to maintain security in accordance
with Exhibit B: Security.
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(d) Publicity. Customer agrees that Rev may use Customer's name and trademarks in Rev's
marketing materials and website; however, Rev will not use Customer's name or trademarks in
any other publicity (e.g., press releases, customer references and case studies), without first
obtaining approval in writing.
11. DISCLAIMER OF WARRANTIES
THE PLATFORM AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS
IS," "AS AVAILABLE" AND "WITH ALL FAULTS." EACH PARTY, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS,
EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTY
WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE
PLATFORM, ANY DATA OR RESULTS OBTAINED THROUGH THE PLATFORM, AND ANY
SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF THE PLATFORM AND
SUCH SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR
WILL MEET CUSTOMER'S OR END USERS' REQUIREMENTS. CUSTOMER ACKNOWLEDGES
AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY
AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM THE
PLATFORM BEFORE TAKING OR OMITTING ANY ACTION BASED UPON SUCH DATA OR
RESULTS. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICE
COMMITMENTS DESCRIBED ON THE SITE SHALL BE THE RE-PERFORMANCE OF THE
APPLICABLE SERVICES.
12. Miscellaneous
(a) Independent Contractors. The relationship between Rev and Customer established by this
Agreement is solely that of independent contractors. Neither party is in any way the partner or
agent of the other, nor is either party authorized or empowered to create or assume any
obligation of any kind, implied or expressed, on behalf of the other party, without the express
prior written consent of such other party.
(b) Insurance. Rev shall, during the term of this Agreement, maintain in force the following
insurance coverage at its own cost and expense:
(i) Statutory Worker's Compensation and Employer's Liability as required by state law
with a minimum limit of$1,000,000 each accident/$1,000,000 each disease/
$1,000,000 policy limit per occurrence;
(ii) Disability and Unemployment Insurance, and all other insurance as required by law,
including Employer's Liability Insurance with limits of no less than $1,000,000 per
occurrence, or any amount required by applicable law, whichever is greater;
(iii) Commercial General Liability, on an occurrence basis, including premises-
operations, product completed-operations, broad form property damage, contractual
liability, independent contractors and personal liability, with a minimum combined single
limit of$1,000,000 per occurrence, naming Customer as an additional insureds; and
(iv) Professional Errors and Omissions coverage covering the Rev Service, with
coverage limits of not less than $2,000,000 per claim or per occurrence/$2,000,000
aggregate, placed either on an "occurrence" basis or on a "claims made" basis.
(c) Notices. Customer routine communications to Rev regarding the Platform or services should be
sent to Customer's account team using the customer portal. To give a notice regarding
termination of the Agreement for breach, indemnification, or other legal matter, Customer shall
send it by electronic mail and overnight postal service to:
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financerev.com •
Attn: General Counsel
1717 W. 6th St, Suite 310
Austin TX, 78703
Rev's routine communications regarding the Platform or services and legal notices shall be
posted on the customer portal or sent by email or post to the individual(s) Customer designates
as contact(s) on Customer's account. Notices are deemed received as of the time posted or
delivered, or if that time does not fall within a business day, as of the beginning of the first
business day following the time posted or delivered. For purposes of counting days for notice
periods, the business day on which the notice is deemed received counts as the first day.
Notices shall be given in the English language.
(d) Assignment. Customer may not assign this Agreement, or sublicense, assign or delegate any
right or obligation hereunder, by operation of law or otherwise without the prior written consent
of Rev. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(e) Interpretation. For the purposes of this Agreement: (i) the words "such as," "include," "includes"
and "including" shall be deemed to be followed by the words "without limitation;" (ii) the word "or"
is not exclusive; and (iii) the words "herein,""hereof," "hereby," "hereto" and "hereunder" refer to
this Agreement as a whole. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted.
(f) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof and supersedes all previous or contemporaneous oral or written •
negotiations or agreements with respect to such subject matter. In the event of any conflict
between this Agreement and any Policy, the terms and conditions of this Agreement shall take
precedence.
(g) Amendment. This Agreement in effect as of the date you purchase a Service shall govern your
use of that Service. Rev shall have the unilateral right to update this Agreement at any time
without notice to you, and any such updated Agreement will govern your use of the Service at or
subsequent to any such update of this Agreement by Rev.
(h) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable
under Applicable Law, then such provision shall be construed, limited, modified or, if necessary,
severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way
affecting the remaining parts of this Agreement.
(i) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the United States of America and the State of Texas,without regard
to conflict of laws principles. The United Nations Convention on Contracts for the International
Sale of Goods is specifically excluded from application to this Agreement.
(j) Arbitration. The parties agree that any action, proceeding, controversy or claim between them
arising out of or relating to this Agreement(collectively, an "Action") shall be shall be submitted
to binding arbitration in Austin, Texas. The arbitration shall be conducted in accordance with
the Commercial Rules of the American Arbitration Association in effect at the time the dispute or
claim arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable
arbitration service. The arbitrator shall issue a reasoned award with findings of fact and
conclusions of law. Either party may bring an action in any court of competent jurisdiction to
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compel arbitration under the Agreement, or to enforce an arbitration award. Neither party nor an
arbitrator may disclose the existence, content, or results of any arbitration under the Agreement
without the prior written consent of both parties. Either party shall be permitted to appeal the
final award under the AAA's Optional Appellate Arbitration Rules in effect at the time the dispute
or claim arose. Grounds for vacating the award shall include, in addition to those enumerated
under the Federal Arbitration Act, 9 U.S.C. §1, et seq, that the arbitrator committed errors of law
that are material and prejudicial. The appeal shall be determined upon the written documents
submitted by the parties, with no oral argument. After the appellate rights described in this
Section 13(i) have been exercised or waived, the parties shall have no further right to challenge
the award. Notwithstanding anything to the contrary, Customer and Rev may seek injunctive
relief and any other equitable remedies from any court of competent jurisdiction to protect such
party's intellectual property rights, whether in aid of, pending or independently of the resolution
of any dispute pursuant to the arbitration procedures set forth in this Section 11(j).
(k) Class and Collective Action Waivers. Customer and Rev mutually agree that by entering into this
Agreement and agreeing to the arbitration provisions set forth herein, both waive their right to
have any dispute or claim brought, heard or arbitrated as a class action and/or collective action,
and an arbitrator will not have any authority to hear or arbitrate any class and/or collective ("Class
Action Waiver"). Notwithstanding any other clause contained in the arbitration provision set forth
in Section 11(j) or the AAA rules, any claim that all or part of this Class Action Waiver is
unenforceable, unconscionable, void or voidable may be determined only by a court of competent
jurisdiction and not by an arbitrator.The Class Action Waiver will be severable from the arbitration
agreement in this Agreement in any case in which (1) the dispute is filed as a class and/or
collective action and (2) there is a final judicial determination that all or part of the Class Action
Waiver is invalid, unenforceable, unconscionable,void or voidable. In such case,the class and/or
collective action to that extent must be litigated in a civil court of competent jurisdiction, but the
portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(I) No Waiver. The failure of either party to require strict performance by the other party of any
provision hereof shall not affect the full right to require such performance at any time thereafter,
nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a
waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or
default hereunder, must be set forth in a written instrument signed by the party against which
such waiver is to be enforced.
(m)Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to
the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public
utilities, injunction or any act, exercise, assertion or requirement of any governmental authority,
epidemic, destruction of production facilities, insurrection or any other cause beyond the
reasonable control of the party invoking this provision.
(n) California Notices. Under California Civil Code Section 1789.3, users of the Service from
California are entitled to the following specific consumer rights notice: The Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer Affairs may
be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by
telephone at (916) 445-1254 or(800) 952-5210. You may contact us at Rev.com 222 Kearny St,
8th Floor San Francisco, CA 94108 or 415-449-3679.
Rev will not provide Customer with any services or other consideration in exchange for
Customer personal information, or otherwise engage in activities that qualifies as "selling" under
the California Consumer Privacy Act ("CCPA") or other applicable law (hereinafter"selling").
Rev will not sell any Customer personal information and agrees to refrain from any use or
transfers of Customer personal information (including to or from a subprocessor or other third
party) that qualifies as selling. Except as necessary to provide services to Customer: (i) Rev will
DocuSign Envelope ID:BACDC6EE-A1E4-45B4-AE09-AFEE7C11A64E •
not collect, share or use any Customer personal information; and (ii) shall not have, derive or
exercise any rights or benefits from Customer personal information. As applicable to the
services provided, Rev shall implement reasonable security measures as appropriate under
applicable laws and reasonably assist Customer with any request received from an individual
under the CCPA or other applicable law.
II
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Exhibit B: Maintenance and Support
1. GENERAL
(a) Contact. Customer may contact Rev via support@rev.com or by calling 1-888-369.0701. For
billing inquiries, please email remittance@rev.com.
(b) Hours. Rev shall provide maintenance and support during normal business hours, Monday
through Friday, from 9:00 a.m. to 5:00 p.m. EST (excluding U.S. federal holidays).
2. UPTIME
(a) Percentage. Rev will use commercially reasonable efforts to minimize downtime of the Platform
and to ensure a Monthly Availability Percentage of 98.0%, except as set forth below. The
Monthly Availability Percentage is calculated on an aggregate Monthly basis as follows: Monthly
Availability Percentage= (total minutes in the month —total number of minutes that the Platform
is inoperable in that month)/total minutes in the month
(b) Exclusions. The Monthly Availability Percentage excludes (1) periods of scheduled
maintenance; (2) issues caused by factors outside of Rev's reasonable control; (3) issues
resulting from Customer's actions or inactions, or the actions or inactions of a third party; or(4)
issues that result from Customer's equipment or third party equipment.
•
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Exhibit C: Security
1. Basic Security Requirements. Rev will, consistent with current best industry standards and such
other requirements specified by Customer based on the classification and sensitivity of Customer
Information, maintain physical, administrative and technical safeguards and other security measures to:
(a) maintain the security and confidentiality of Customer Information accessed, collected, used,
stored or transmitted by Rev, and
(b) to protect that information from known or reasonably anticipated threats or hazards to its
security and integrity, accidental loss, alteration, disclosure and all other unlawful forms of
processing.
2. Security Controls. Rev will comply with the following requirements:
(a) Firewall. Rev will install and maintain a working network firewall to protect data accessible via
the Internet and will keep all Customer Information protected by the firewall at all times.
(b) Updates. Rev will keep its systems and software up-to-date with the latest upgrades, updates,
bug fixes, new versions and other modifications necessary to ensure security of the Customer
Information.
(c) Anti-malware. Rev will at all times use anti-malware software and will keep the anti-malware
software up to date. Rev will mitigate threats from all viruses, spyware, and other malicious
code that are or should reasonably have been detected.
(d) Encryption. Rev will encrypt data at rest and data sent across open networks in accordance with
industry best practices.
(e) Testing. Rev will regularly test its security systems and processes to ensure they meet the
requirements of this Security Policy.
(f) Access Controls. Rev will secure Customer Information, including by complying with the
following requirements:
(i) Rev will restrict access to Customer Information to only those people with a "need-to-
know"for a Permitted Purpose.
(ii) Rev will not use manufacturer-supplied defaults for system passwords and other security
parameters on any operating systems, software or other systems. Rev will mandate and
ensure the use of system-enforced "strong passwords" in accordance with the best
practices (described below) on all systems hosting, processing, or that have or control
access to, Customer Information and will require that all passwords and access
credentials are kept confidential and not shared among personnel.
(iii) Rev will regularly review access logs for signs of malicious behavior or unauthorized
access.
(g) Network Security Policy. Rev will maintain and enforce an information and network security
policy for employees, subcontractors, agents, and Revs that meets the standards set out in this
policy, including methods to detect and log policy violations.
(h) Subcontracts. Rev will remain responsible for the full performance of its obligations under this
Security Policy. The terms and conditions of this Security Policy will be binding upon Rev's
Subcontractors and Personnel. Rev (a)will ensure that its Subcontractors and Personnel
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comply with this Security Policy, and (b) will be responsible for all acts, omissions, negligence
and misconduct of its Subcontractors and Personnel.
(i) Remote Access. Rev will ensure that any access from outside protected corporate or production
environments to systems holding Customer Information or Rev's corporate or development
workstation networks requires multi-factor authentication (e.g., requires at least two separate
factors for identifying users).
(j) "In Bulk" Access. Except where expressly authorized by Customer in writing, Rev will not
access, and will not permit access to, Customer Information "in bulk" whether the Customer
Information is in an Customer- or Rev-controlled database or stored in any other method,
including storage in file-based archives (e.g., flat files), etc. For purposes of this section, "in
bulk" access means accessing data by means of database query, report generation or any other
mass transfer of data. Specifically, this section prohibits any access to Customer Information
except for access to individual records as needed for the Permitted Purpose. In the event that
Customer provides written authorization for access to Customer Information "in bulk", Rev will
(1) limit such access only to specified employees with the"need to know", and (2) use tools that
limit access and require explicit authorization and logging of all access.
(k) Return or Deletion. Rev will promptly (but within no more than 3 business days after Customer's
request) permanently and securely delete all Customer Information upon and in accordance
with Customer's request. If requested by Customer, Rev will certify in writing that all Customer
Information has been destroyed.
3. Security Incidents
(a) Rev will inform Customer within 72 hours of detecting any actual or suspected unauthorized
access, collection, acquisition, use, transmission, disclosure, corruption or loss of Customer
Information, or breach of any environment(i) containing Customer Information, or (ii) managed
by Rev with controls substantially similar to those protecting Customer Information (each, a
"Security Incident").
Rev will remedy each Security Incident in a timely manner and provide Customer written details
regarding Rev's internal investigation regarding each Security Incident. Rev agrees not to notify
any regulatory authority, nor any customer, on behalf of Customer unless Customer specifically
requests in writing that Rev do so and Customer reserves the right to review and approve the
form and content of any notification before it is provided to any party. Rev will cooperate and
work together with Customer to formulate and execute a plan to rectify all confirmed Security
Incidents.
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Reif,
1717 W. 6th St. Suite 310, Austin, TX 78703
+1 (415) 801-0500 I sales@rev.com I www.rev.com
University & Government Addendum
The introductory paragraph prior to Section 1 is deleted in its entirety.
Section 1a is amended as follows:
The following language is deleted: " including the BINDING ARBITRATION AND CLASS ACTION
WAIVER CONTAINED HEREIN"
Section 3. Limitation of Liability is deleted in its entirety.
Section 8a. Term is amended as follows:
The following is added to the end of the subsection: "Customer may define a fixed end date by inserting
an end date below their signature block."
Section 10d. Publicity is deleted in its entirety and replaced with the following:
Rev agrees it will not use Customer's name and trademarks in Rev's marketing materials, website or in •
any other publicity (e.g., press releases, customer references and case studies), without first obtaining
approval in writing.
Section 12i. Governing Law is deleted in its entirety and replaced with the following:
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the United States of America and the State indicated in the signature block below, without
regard to conflict of laws principles. If no state is indicated in the signature block, the default state shall
be Texas. The United Nations Convention on Contracts for the International Sale of Goods is
specifically excluded from application to this Agreement.
Section 12j. Arbitration is deleted in its entirety and replaced with the following:
"Reserved"
Section 12k. Class and Collective Action Waivers is deleted in its entirety and replaced with the
following:
"Reserved"
A New Section 13. Special Terms is added:
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(a) Acceptance. All Services delivered hereunder will be received subject to Customer's inspection
and approval. Payment will not constitute acceptance.
(b) Audit. The books, records, documents and accounting procedures and practices of Rev and its
employees or representatives relevant to this Agreement will be made available and subject to
examination by Customer or any of its authorized representatives for a minimum of 5 years from the
Term Date.
(c) Delinquent Payment &Taxes. Rev represents that it is not delinquent in payment of any payments
or taxes to any local, state or federal government entities.
(d) Appropriation. Rev acknowledges that expenditures of Customer funds may be contingent upon
availability of lawful appropriations by local, state and federal government agencies. If any applicable
government agency fails to continue funding for payments and/or other obligations that are due,
Customer may provide Rev with written notice of the same and may terminate this Agreement at its
option with respect to Services not yet provided by Rev.
lII
(e) Laws. Rev agrees to remain in compliance with any local, state or federal laws applicable to
Customer or the Services provided under this Agreement. Customer may identify any clauses required
to be included in its contracts by local, state or federal law by emailing Rev an updated Exhibit B to
finance cni rev.com.
Rev explicitly accepts all such clauses upon delivery by Customer and in the event of a conflict
between any Exhibit B emailed to Rev and this Addendum or TOS, the clauses in Exhibit B will control.
}