Vendor Terms of Use

Vendor Terms

Effective Date: October 26, 2022

These Vendor Terms (the “Terms”), entered into by and between Revv, LLC, on behalf of itself or its affiliated parties, including without limitation WinRed Technical Services, LLC (“we”; “us” or “our”) and the service provider, agency, or other entity (“Vendor” or “you”) that proposes to perform services (the “Services”) on behalf of your clients (“Clients”) using a platform we operate (the relevant platform, such as WinRed.com or Revv.com, is referred to herein as the “Platform”).

No service provider, agency or other entity may perform Services on behalf of Clients without accepting and agreeing to the Terms hereof. These Terms are a supplement to the Terms of Use available at the link on the applicable Platform’s website (the “Terms of Use”) also govern your use of the Platform, and these Terms are a supplement to the Terms of Use. For the avoidance of doubt, your Clients on the WinRed.com Platform may include “Political Committees” and “Page Creators” as defined in the Political Committee Terms of Use. All capitalized terms used but not defined herein shall have the meanings set forth in the relevant Terms of Use.

We offer and provides certain services on the Platform. Your acceptance of these Terms is a condition to your actions on behalf of a Client on the Platform, including without limitation actions pursuant to which you may create, maintain, and/or operate an account on the Platform.

BY CLICKING A BOX INDICATING ACCEPTANCE OF THESE TERMS, YOU, AS THE PERSON CLICKING SUCH BOX, AGREE TO THESE TERMS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND ANY ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THESE TERMS, INCLUDING WITHOUT LIMITATION YOUR CLIENT, TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM OR SERVICES.

Because federal, state, and local laws; the business environment; and the services offerings and infrastructure of the Platform and the Services periodically change, we may update this Platform and these Terms at any time, as set forth herein. In the case of any amendment to these Terms that is material, or where required by law, we will provide advance notice of such amendment. The notice will be provided via electronic mail, the Platform, or other commercially reasonable means. Your use of the Platform to perform Services after we provide notice of such changes to these Terms constitutes your acknowledgement and acceptance of all such changes, and it shall also constitute adequate consideration to support such changes.

Unless otherwise permitted by law or unless you have expressly agreed to such amendment, you agree that any amendment will apply only after the effective date of such amendment.

You may opt out of any proposed amendment by immediately ceasing the performance of Services and any access to or use of the Platform in connection with the Services.

  • Client and Vendor Relationship.
    • Access to Client Account. By accepting these Terms, you hereby represent and warrant that Client has: (i) authorized you to create an account on the Platform on Client’s behalf; or (ii) authorized you to access Client’s existing account on the Platform. If you create an account on the Platform on a Client’s behalf, you acknowledge and agree that we may at any time provide a login and access for that account to any person that has reasonably been identified and validated as a representative of such Client.
    • Terms of Use. You are subject to and shall comply with, and you shall ensure that Client complies with, all provisions in the Terms of Use. When you work with a Client that does not already have an existing account on the Platform, you hereby acknowledge and agree that you are accepting the Terms of Use on behalf of Client. You acknowledge and agree that our right to suspend, restrict, or terminate any account or user will allow us to suspend, restrict, or terminate your accounts or users and your Client’s accounts or users, and our right to restrict functionality will allow us to restrict functionality for your accounts or users and your Client’s accounts or users. For example, if your activity on behalf of one or multiple Clients results in excessive chargebacks, we may suspend, restrict, or terminate your accounts or users but we may determine not to take any action with respect to the users or accounts of the Clients on whose behalf you use the Platform.
    • Privacy. By using our Platform, you agree to the terms of the Privacy Policy. Please read ourPrivacy Policy for more information about the collection, use and sharing of personal information that may occur on the Platform.
    • Client Data; Consumer Data. Vendor is responsible for complying with any privacy and data security requirements in the Terms of Use, especially with respect, but not limited to, to the use and sharing of Platform User Data and the use of Trackers (as that term is defined in the Terms of Use) on the Platform. We are not responsible or liable for, and Vendor is responsible for, any of your actions, and for any Platform User (as that term is defined in the Terms of Use) data or Client data that is used, lost, or otherwise misappropriated by or through you, nor are we responsible or liable for any disputes that may arise between Vendor and any Client, including without limitation disputes concerning Platform User data or Client data.
    • Fees. You are solely responsible for (1) notifying Client of any applicable fees, (2) charging fees to Client, (3) informing Client that fees will be deducted from amounts otherwise payable to or on behalf of Client through our payment processing providers, and (4) obtaining consent from Client to such deduction. We are not liable or responsible for any fee disputes or requests for refunds or reversals that may arise between Vendor and Client. In the event of any failure of you or a Client to meet compliance, disclosure, registration, or reporting responsibilities with respect to such fees, we may discontinue your ability to receive any such fees through the Platform.
    • Clients. You shall be and remain responsible to us for the acts and omissions of Client in connection with the performance or provision of any of the Services. You are responsible for ensuring that all compliance, disclosure, registration and reporting requirements pursuant to applicable law or regulations are met, regardless of whether the legal responsibility for such requirements applies to you or Client.
  • Fees owed by Vendor. You acknowledge that certain amounts may be payable to us, including Deduction Amounts and Fee Amounts (as those terms are defined in the Terms of Use). Instead of requiring Vendor to pay its portion of any such amounts directly, we may retain or direct that such amounts be payable to our accounts You hereby direct and authorize us to charge, deduct, or withdraw from any payment method you or Client have provided, and to retain from any amount otherwise payable, all Deduction Amounts and Fee Amounts. As provided in a payment provider’s terms of use or services agreement, our payment providers will have the right to deduct from Vendor’s or Client’s account balance the payment provider’s fees (including without limitation those payment provider fees that are included in Deduction Amounts), all other Deduction Amounts, and all Fee Amounts. If Vendor’s or Client’s payment provider account balance becomes negative, you authorize and direct our payment provider to debit (and us to cause to be debited) the amount owed from Vendor’s or Client’s payout account (as referenced in the payment provider’s terms of use or services agreement). We shall not be responsible, and Vendor shall be responsible for all tax laws and regulations that apply to payments you may receive through the Platform.
  • Payment Provider Terms. Payment processing services on the Platform are provided by third party payment providers and are subject to the terms of use presented to you from time to time in connection with your activities on the Platform. As a condition to obtaining payment processing services through our payment providers and the Platform, you agree to provide accurate and complete information through the Platform for use by our payment providers, and you authorize us to share with our payment providers this information and transaction information related to use of the payment processing services provided by such providers.
  • Representations and Warranties. Vendor hereby represents and warrants that: (i) it has the full power, capacity and authority to enter into and perform these Terms on behalf of itself and its Clients; (ii) its acceptance of these Terms has been duly authorized by all necessary corporate or organizational action of Vendor and its Clients; (iii) its performance of these Terms does not and will not violate or conflict with any agreement to which Vendor is a party; (iv) its performance under these Terms shall at all times comply with all federal, state and local laws and regulations, including without limitation compliance, disclosure, registration and reporting requirements; and (v) there is no pending or threatened litigation that would have a material adverse impact on Vendor’s performance under these Terms.
  • Indemnification.
    • Vendor will indemnify and hold us and our parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents (collectively referred to as “Indemnified Parties”) harmless from any claims, damages and expenses, including without limitation reasonable attorneys’ fees and costs, related to Vendor’s violation of these Terms.
    • Vendor will defend and indemnify and hold Indemnified Parties harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) incurred by Indemnified Parties as result of any claim by a third party arising out of or from: (i) Client or Vendor’s compliance, disclosure, registration, or reporting responsibilities pursuant to applicable law or regulations; or (ii) Vendor’s breach or alleged breach of any of its representations, warranties, covenants, or obligations under these Terms.
  • Limitations of Liability; Disclaimers.
    • NEITHER ANY INDEMNIFIED PARTY NOR ITS CONTRACTUAL COUNTERPARTIES OR LICENSORS SHALL HAVE ANY LIABILITY TO VENDOR, CLIENT, OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUES, DONATIONS, CLIENTS OR POTENTIAL CLIENTS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS VENDOR AGREEMENT, THE PLATFORM, AND ANY SERVICES RENDERED HEREUNDER, REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY, ITS CONTRACTUAL COUNTERPARTIES, OR ITS LICENSORS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE TOTAL LIABILITY OF THE INDEMNIFIED PARTIES AND THEIR CONTRACTUAL COUNTERPARTIES AND LICENSORS TO VENDOR AND ANY THIRD PARTY ARISING OUT OF THIS VENDOR AGREEMENT, THE PLATFORM AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • VENDOR IS SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL ACTIONS CARRIED OUT WHEN ACCESSING, CREATING, MAINTAINING, AND/OR OPERATING AN ACCOUNT ON BEHALF OF CLIENT. INCLUDING WITHOUT LIMITATION ANY USE, MISAPPROPRIATION, OR DISCLOSURE OF PLATFORM USER DATA OR CLIENT DATA.
  • Miscellaneous
    • Both you and we acknowledge and agree that no partnership is formed and neither of you nor we have the power or the authority to obligate or bind the other.
    • These Terms will be governed by and construed in accordance with the internal laws of Delaware without regard to conflicts of laws principles. By using this Platform, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in New Castle County, Delaware. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS PLATFORM AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms operate to the fullest extent permissible by law.
    • Our failure to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, epidemic or pandemic, actions of federal, state or local governmental authorities or for any other reason beyond our reasonable control, shall not be deemed a breach of these Terms.
    • If we fail to act with respect to your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
    • If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
    • These Terms constitute a binding agreement between you and us, and is accepted by you upon your use of the Platform or your account. These Terms, together with any other terms or policy, including without limitation the Terms of Use, constitute the entire agreement between you and us regarding the use of the Platform, whether on behalf of Clients our your own account. Each Indemnified Party shall be deemed an intended third party beneficiary of the Terms contained herein and applicable to such parties, and that each such party shall be entitled to enforce the Terms set forth herein for its own benefit.

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