Revenue.io
Master Service Agreement

Please note that this Master Service Agreement (MSA) is subject to change without notice.

1.   DELIVERY OF REVENUE PRODUCTS

1.1.  Access to Products. Revenue shall make available to Customer the Revenue Products specified in the associated Order Form for the Subscription Term and for use by the number of Users specified in such Order Form. “User” means a unique, named employee or Contractor (as defined below) of Customer who is authorized by Customer to access and use the applicable Revenue Product. Customer may permit its independent contractors and consultants who are not competitors of Revenue (“Contractors”) to serve as Users, provided Customer remains responsible for compliance by each such Contractor with all of the terms and conditions of this Agreement and any such use of Revenue Products by such Contractor is for the sole benefit of Customer.

1.2.  Passwords and User IDs. Customer shall require that all Users keep any user ID and password information strictly confidential. User IDs are granted to individual, named persons and may not be shared. Customer shall be responsible for any and all actions taken using Customer accounts and passwords.

1.3.  Additional Users. Customer may add Users by contacting Revenue and entering into additional Order Forms with Revenue. Unless otherwise specified in the applicable Order Form: (i) the Subscription Term for such additional Users’ Subscriptions shall be in equal scope and duration with the latest expiration of the Subscription Term in effect at the time the additional Users are added; and (ii) pricing for the additional Users’ Subscriptions shall be Revenue’s then current Subscription rates, pro-rated for the remainder of the Subscription Term in effect at the time the additional Users are added.

1.4.  Support. During the Subscription Term of each Revenue Product, Revenue shall provide support and maintenance (“Support”) for such Revenue Product in accordance with the terms set forth on the Order Form.

1.5.  Remote Hosting. Customer acknowledges and agrees that Revenue Products may operate on or with a hosted application platform operated by a third party (such as Salesforce.com Google, Twilio or Amazon), and Revenue shall not be responsible for the operation of such service, nor the availability or operation of the Revenue Products to the extent such availability and operation is dependent upon the availability and operation of such service. Customer shall be solely responsible for procuring any rights necessary for Customer to access such service and for complying with any applicable terms or conditions. Revenue does not make any representations or warranties with respect to any third-party providers or any of their products or services. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by
such third-party provider, is solely between Customer and such third-party provider.

2.  LICENSE

2.1.  Grant of License. Subject to the terms and conditions of this Agreement, Revenue hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable, limited right to access and use the Revenue Products specified in an Order Form, only in accordance with (a) any technical specification documentation generally made available by Revenue with regard to such Revenue Product (“Documentation”), (b) the applicable Subscription Term and (c) any User or other field of use restrictions set forth in the applicable Order Form. “Revenue Products” shall also include any Documentation and any Support releases of the same Revenue Product made available to Customer under this Agreement.

2.2.  License Restrictions. Customer shall not: (a) rent, lease, copy, provide access to or sub-license Revenue Products to a third party, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or any non-public APIs to Revenue Products, (c) modify any Revenue Product (provided that, for the avoidance of doubt, configuration or customization of the Revenue Product using the tools provided in the Revenue Product shall not be considered a prohibited modification), or create any derivative product from any of the foregoing, (d) circumvent or disable any security or other technological features or measures of the Revenue Product, (e) remove or obscure any product identification, proprietary, copyright or other notices contained in Revenue Products (including on any reports or data generated by the Revenue Products), (f) incorporate the Revenue Products into any other offering (whether software-as-a-service or otherwise), (g) use the Revenue Products in any unlawful manner or in any other manner that interferes with, disrupts, or disables the Revenue Products or the networks or services on which the Revenue Products operate, or (h) publicly disseminate information or analysis regarding the performance of Revenue Products. For clarity, Revenue reserves the right to suspend or terminate any User’s or Customer’s use of the Revenue Products for violation of any of the foregoing restrictions, as determined by Revenue in its sole discretion.

3.  CUSTOMER DATA

3.1. “Customer Data” means any business information or other data of any type that is provided or has been made accessible by Customer to Revenue in connection with Revenue providing Revenue Offerings and developing analytics related to Revenue’s Offerings. Customer shall ensure that Customer’s use of Revenue Products and all Customer Data is at all times compliant with all applicable local, state, federal and international law, regulations and conventions, including, without limitation, those related to consumer protection, data privacy, communications, and the exportation of technical or personal data and complies with Customer’s privacy policies. Customer is solely responsible for the accuracy, content and legality of all Customer Data, and Customer shall ensure that a duplicate copy of any Customer Data exists before it is uploaded to or used in connection with the Revenue Products.  Customer further states that it has provided, and will continue to provide, adequate notices and has obtained, and will continue to obtain, the necessary permissions and consents required to provide Customer Data to Revenue for use and disclosure.

3.2. Revenue Customer Data Obligations. Revenue is committed to protecting your personal data by complying with the requirements of all applicable data protection laws including, for example, the California Consumer Privacy Act and the General Data Protection Regulation for European Union (“EU”) member countries and Switzerland. Revenue abides by and offers European Union Model Clauses, also known as Standard Contractual Clauses, to meet the adequacy and security requirements for our Customers that operate in the European Union, and other international transfers of Customer Data. A copy of our standard data processing addendum, incorporating Model Clauses, is available upon request via privacy@revenue.com. Our Data Protection Officer can also be reached via privacy@revenue.com. Details of our Privacy Policy can be found at revenue.com/privacy-policy.

3.3.  Rights in Customer Data. As between the parties, the Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Revenue. Subject to the terms of this Agreement, Customer hereby grants to Revenue a non-exclusive, worldwide, royalty-free right to use, copy store, transmit and display the Customer Data, but only to the extent necessary to provide Revenue Offerings.

4.  OWNERSHIP

4.1.  Ownership. This is a subscription agreement for use of Revenue Products and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to access and use the Revenue Products and that no ownership rights are being conveyed to Customer under this Agreement or otherwise. Revenue or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Revenue Offerings and any and all related and underlying software (including interfaces), databases (including data models and structures) and underlying technology. Further, Customer acknowledges that the Revenue Products are offered as an online, hosted solution, and that Customer has no right to obtain a copy of the Revenue Product itself.

4.2.  Feedback. Customer may submit comments, questions, ideas or other information to Revenue related to Revenue Offerings (“Feedback”) to either their Revenue account rep or to the company’s support area at Support. Revenue.com. Revenue may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction.

5.  SUBSCRIPTION TERM, FEES & PAYMENT

5.1.  Subscription Term and Renewals. The term of any Subscription shall be one year commencing on the Effective Date of the applicable Order Form (unless otherwise designated in the Order Form). Subscriptions shall automatically renew for additional periods of one (1) year at the list price in effect at the time of renewal unless one party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term.

5.2.  Subscription Fees. Customer shall pay all fees for each Subscription as specified on the applicable Order Form. Except as otherwise specified in this Agreement or in an Order Form: (a) fees are based on Revenue Products and services purchased (b) payment obligations are non-cancelable, (c) fees paid are non-refundable and (d) the number of Subscriptions purchased cannot be decreased during the relevant Subscription Term. Because fees are based on the package specified in the order form, fees for Subscriptions purchased in the middle of a monthly period will be charged for that monthly period in full and going forward based on the number of monthly periods remaining in the Subscription Term. Revenue reserves the right to modify its Subscription fees at any time upon at least thirty (30) days prior notice to Customer.

5.3.  Payment Terms. All payments shall be made in U.S. dollars within thirty (30) days of receipt of invoice, unless otherwise specified in the applicable Order Form. Customer shall be responsible for all sales, use, GST, value-added withholding or similar taxes or levies, whether domestic or foreign, except taxes based on the net income of Revenue. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due.

5.4.  Suspension of Service; Reconnection Fees. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Revenue reserves the right to suspend Customer’s access to the Revenue Products without liability to Customer, until such amounts are paid in full. In addition, Revenue reserves the right to impose a reconnection fee to restore Customer’s access after all amounts have been paid in full.

6.  TERM AND TERMINATION

6.1.  Term. This Agreement is effective as of the Effective Date and unless terminated earlier in accordance with this Agreement shall terminate upon the expiration or termination of all Subscription Terms.

6.2.  Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party.

6.3.  Effect of Termination. Upon any termination of this Agreement, Customer shall immediately cease any and all use of, and access to, Revenue Products and delete (or, at Revenue’s request, return) any and all copies of any related Documentation, any Revenue passwords or access codes and any other Revenue Confidential Information (as defined below) in its possession. Customer acknowledges that following termination Customer shall have no further access to any Customer Data through the Revenue Products, and that Revenue may delete any such data in its possession at any time after termination. Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Revenue shall have no liability from any termination of any
Revenue Product or termination of this Agreement in accordance with the terms of this Agreement.

6.4.  Survival. The following Sections shall survive any expiration or termination of this Agreement: 2.2 (General Restrictions), 3 (Customer Data), 4 (Ownership), 5.2 (Subscription Fees), 5.3 (Payment Terms), 6 (Term and Termination), 7.2 (Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Indemnification), 11 (Confidential Information), and 12 (General Terms).

7.  LIMITED WARRANTY

7.1.  Limited Warranty. Revenue warrants, for Customer’s benefit only, that Revenue Products will operate in substantial conformity with the applicable Documentation. Revenue does not warrant that Customer’s use of the Revenue Products will be uninterrupted or error-free or that it will preserve or maintain any Customer Data without loss. Revenue does not warrant that Customer’s use of Products will comply with applicable federal and state laws, including for example, the Telephone Consumer Protection Act, the Health Insurance Portability and Accountability Act, and the Florida Consumer Protection Law and the Florida Telemarketing Act, among other applicable consumer protection laws referenced in section 16.  Revenue’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Revenue’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Revenue determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy a refund of: (a) the pro-rated amount of the applicable monthly Subscription fee allocable to the number of days the Revenue Product was not in conformance with the warranty and (b) any fees pre-paid by Customer for any remaining portion of the terminated Subscription Term. The limited warranty set forth in this Section shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services or (iii) to use provided on a no-charge or evaluation basis.

7.2.  Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, REVENUE PRODUCTS, SUPPORT, PROFESSIONAL SERVICES OR OTHER OFFERINGS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. REVENUE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD REQUIRED BY LAW.

REVENUE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF REVENUE.

REVENUE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON CUSTOMER’S USE OF THIRD-PARTY SERVICES.

8.  PROFESSIONAL SERVICES

Revenue shall provide the professional consulting services (“Professional Services”), if any, purchased in the applicable Order Form. The parties acknowledge that the scope of the Professional Services consists solely of either: (a) assistance with Revenue Product deployment and usage; or (b) development or delivery of additional related Revenue copyrighted software or code. Customer shall have a license right to use anything delivered as part of the Professional Services subject to the terms of its license to use the Revenue Products, but Revenue shall retain all right, title and interest in and to any such work product, code or deliverable and any derivative, enhancement or modification thereof. The scope of Professional Services shall be as set forth in a Statement of Work (“SOW”) executed by both parties describing the work to be performed, fees, dependencies and other technical specifications or related information. Customer shall pay Revenue at the per-hour rates set forth in the Order Form (or, if not specified, at Revenue’s then-standard rates). Customer will reimburse Revenue for reasonable travel and lodging expenses as pre-approved and incurred.

9.  LIMITATION OF REMEDIES AND DAMAGES

9.1.  NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, A PARTY’S ENTIRE LIABILITY RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (IN THE CASE OF REVENUE’S LIABILITY TO CUSTOMER) OR PAYABLE (IN THE CASE OF CUSTOMER’S LIABILITY TO REVENUE) BY CUSTOMER TO REVENUE DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT. THIS PARAGRAPH SHALL NOT APPLY WITH RESPECT TO ANY CLAIM ARISING UNDER SECTIONS 2.1 (GRANT OF LICENSE), 2.2 (LICENSE RESTRICTIONS), 10 (INDEMNIFICATION) OR 11 (CONFIDENTIAL INFORMATION).

9.3.  The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. INDEMNIFICATION.

10.1. Indemnification Obligations of Revenue. Revenue shall indemnify, defend and hold harmless Customer from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim of infringement of a U.S. patent, copyright, or trademark asserted against Customer by a third party based upon Customer’s authorized use of Revenue Products in accordance with the terms of this Agreement. If Customer’s use of any Revenue Product is, or in Revenue’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Revenue may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using Revenue Products; or if (a) and (b) are commercially impracticable; (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term which was paid by Customer but not delivered by Revenue. The foregoing indemnification obligation of Revenue shall not apply: (1) if a Revenue Product is modified by any party other than Revenue, but solely to the extent the alleged infringement is caused by such modification; (2) to the extent such claim arises from any element of any third party product or service or the combination of the Revenue Product with any other third-party product or service; (3) to any unauthorized use of Revenue Products; or (4) any action arising as a result of Customer Data or any third-party deliverables or components contained within Revenue Products. THIS SECTION 10.1 SETS FORTH REVENUE’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

10.2. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Revenue from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from Customer Data (including, but not limited to, any claim of intellectual property infringement) or Customer’s use of Revenue Products in violation of this Agreement or applicable consumer protection laws.

10.3. Indemnification Procedures. A party’s indemnification obligations hereunder are subject to the indemnifying party having received from the indemnified party: (i) prompt written notice of the claim for which the indemnified party is seeking indemnity hereunder (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of the indemnified party.

11. CONFIDENTIAL INFORMATION

Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Revenue Products shall be deemed Confidential Information of Revenue without any marking or further designation. The terms of this Agreement shall be deemed the Confidential Information of both parties. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information may result in substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

12. GENERAL TERMS

12.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer all or a portion of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.

12.2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

12.3. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by Revenue in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.

12.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

12.5. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee if given by overnight courier service, or by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

12.6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

12.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that Revenue Products are on-line, subscription-based products, and that in order to provide improved customer experience Revenue may make changes to Revenue Products.

12.8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

12.9. Subcontractors. Revenue may use the services of subcontractors for performance of services under this Agreement, provided that Revenue remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of Revenue Products as required under this Agreement.

12.10.  Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

12.11.  Government End-Users. The Revenue Products are commercial computer software. If the user or licensee of the Revenue Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Revenue Products, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Revenue Products were developed fully at private expense. All other use is prohibited.

13. FAIR USE POLICY

Use of Revenue phone recordings will be subject to fair use policy (3,000 minutes per month) as modified from time to time at Revenue’s discretion. Your account may be reviewed when fair usage limits are reached and Revenue may limit your phone recordings after that.

14. USE OF CUSTOMER LOGO

Unless presented with a written agreement stating otherwise, Revenue may use Customers’ logo and or/trademark on the Revenue website and in other marketing materials.

15. CALL RECORDING

There are various U.S. federal and state and international laws governing the use of call recording. Unlawful use of call recording can lead to civil suits and also criminal prosecution. Customers need to ensure that their company’s call recording procedures comply with all applicable laws and regulations. Revenue is not responsible for Customer compliance.

By using the Revenue call recording feature, Customer is required and agrees to maintain compliance with all applicable laws and regulations. Customer understands and agrees that Customer is solely responsible and liable for compliance with such laws and regulations and under no circumstances shall Revenue be responsible or held liable for such compliance. Customer agrees to indemnify Revenue for any violations of such laws and regulations.

In some countries (including certain U.S. States) obtaining consent from all parties to record a phone call is required. As a result, Customer may need to inform its employees and third-parties called through the Revenue service that their calls are being recorded. Customer is responsible for obtaining any and all legally-required consents when making a call with call recording enabled.

Customer should consult with an attorney prior to recording any call. The information above does not constitute legal advice.

16. MESSAGING (SMS)

SMS messaging is governed by various federal and state laws, including but not limited to the federal Telephone Consumer Protection Act. Together with applicable state laws, the TCPA governs the consent and delivery requirements for delivery of SMS messages (“applicable consumer protection laws”). Unlawful use of SMS can lead to fines and civil suits, among other penalties. Revenue Customers need to ensure that their company’s SMS procedures comply with all applicable consumer protection laws and regulations. Customer agrees to indemnify Revenue for any violations of such laws and regulations.

Customer acknowledges that other countries may have similar regulations and laws related to SMS procedures and compliance. As a result, Customer is also responsible for all aspects of compliance outside as well as inside of the U.S.

Customer should consult with an attorney prior to sending any SMS. The information above does not constitute legal advice.

17.  PRODUCT UPDATES

As Revenue’s Products evolve, software sometimes is updated and installed automatically to make the new version or feature(s) available. Customer understands and agrees that Revenue may update the Revenue Products and install such updates, as appropriate in Revenue’s discretion, at any time during the term of this agreement without prior written notice.