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Introduction

Thank you for choosing Last Rev, LLC ("Company") for your business. The Company provides web and application development, content management system integrations, SAAS integrations, and optimization and experimentation services. The Company refers to the foregoing services herein collectively as "Services."

These Terms of Service ("Agreement") apply to any use of and access to our website located at www.lastrev.com ("Website") by you and/or your agents (collectively, "you"). When you use our Website, you are agreeing to our terms, so please carefully read the Terms of Service and the Privacy Policy, incorporated herein, as these documents contain important information regarding your legal rights and obligations.

THIS DOCUMENT, THE TERMS OF SERVICE, IS A LEGAL AGREEMENT BETWEEN THE COMPANY AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES AND THE WEBSITE. YOUR USE OF THE SERVICES AND THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND THE PRIVACY POLICY INCORPORATED HEREIN; AND YOUR REPRESENTATION THAT YOU ARE AT LEAST 16 YEARS OF AGE OR OLDER. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES.

If you accept these Terms of Service and using the Services on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.

Effective Date

This Agreement is effective ("Effective Date") on the date you first access or use the Services and/or the Website, whichever is earlier.

Fees

Upon notice to you, the Company may increase any fees specified in connection with its Services. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement.

You may pay by credit card by way of the Company's third-party payment processor. You agree not to file a credit or debit card chargeback with regard to any amount of fees charged in connection with the Services. Instead, you agree to abide by the dispute resolution procedures outlined herein, below.

Links to Other Websites

As described in the Privacy Policy, incorporated herein, the Website may contain links to third party websites that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Website, you expressly relieve the Company from any and all liability arising from your use of any third-party website that is referenced or linked on our Website.

Links to this Website

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Website, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with the Company or cause any other confusion, and (c) the links and the content on your website do not portray the Company or its Services in a false, misleading, derogatory, or otherwise offensive matter. The Company reserves the right to suspend or prohibit linking to the Website for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

Intellectual Property Rights

The Company owns all right, title and interest in and to the Website, the Company Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement and the Privacy Policy, the Company reserves all rights, title and interest in and to the Website, the Company Data and Aggregated Data, including, without limitation, all related intellectual property rights. The Company's service marks, logos and product and service names are owned by the Company. You agree not to display or use any of the Company marks in any manner without the Company's express prior written permission.

Any information and data that you submit to the Website or in connection with the Website must not violate the intellectual property rights of third parties.

You grant us a license to use your customer feedback in connection with providing the Website and for general marketing purposes, unless you notify us otherwise in writing.

No Submission of Unsolicited Ideas and/or Materials

In your communications with the Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us via the Website are deemed User Content and licensed to us as set forth below. The Company's receipt of your Unsolicited Ideas and Materials is not an admission by the Company of their novelty, priority, or originality.

DMCA Notice

The Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"). If you own a copyright in a work (or represent such a copyright owner) and believe that your copyright has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

  • A legend or subject line that says: "DMCA Copyright Infringement Notice"
  • A description of the copyrighted work that you claim has been infringed
  • A description of where the material that you claim is infringing is located (please include the URL)
  • Your full name, address, telephone number, and e-mail address
  • A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
  • A statement by you, made under penalty of perjury, that all the information in your notice is accurate
  • Your electronic or physical signature

The Company will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses set forth in the "Notice" section of this Agreement.

Counter-Notification

If access on the Website to a work that you submitted to the Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

  • A legend or subject line that says: "DMCA Counter-Notification"
  • A description of the material that has been removed or to which access has been disabled
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification
  • Your full name, address, telephone number, e-mail address, and the username of your account
  • A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located
  • Your electronic or physical signature

Data Ownership and Usage

As specified in the Company's Privacy Policy, incorporated herein, we will own all Aggregated Data, and the Privacy Policy will govern how we collect and use Personal Information that is submitted through the Website. By accessing or using the Website, you agree that you have read and accept our Privacy Policy.

We have controls in place to prevent outside parties from stealing or accessing your data and Personal Information, but they are not foolproof. Please exercise caution when disclosing any Personal Information while using our Website. We will notify one another if either of us becomes aware that your data and/or Personal Information has been compromised.

You are solely responsible for resolving disputes regarding ownership or access to your data, including those involving any current or former owners, co-owners, employees or contractors of your business.

Personal Information

We will protect your Personal Information and disclose it only in a limited number of circumstances. We have implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to thwart those measures. You acknowledge that you provide your Personal Information at your own risk.

HIPAA

Health Insurance Portability and Accountability Act ("HIPAA") imposes rules to protect certain personal health information. You should not share any protected health information. The Website is not intended to be used to communicate protected health information, nor comply with HIPAA. If you do share any protected health information, you do so at your own risk.

Disclaimer / No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR THIS WEBSITE.

THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES AND/OR THIS WEBSITE WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT.

THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT.

Indemnification

You agree to indemnify, defend, and hold harmless the Company from and against any and all third party claims alleged or asserted against any of the Company, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach of any provisions of these Terms; (b) any actual or alleged violation by you of the intellectual property, privacy or other rights of the Company or a third party; and (c) any dispute between you and another party regarding ownership of or access to your data or Personal Information submitted to the Company via its Website.

No Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY'S AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID PRECEDING THE DATE OF THE INCIDENT.

IN NO EVENT WILL THE COMPANY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES.

Choice of Law

These Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of California without regard to its conflict of law provisions.

Dispute Resolution

Informal Dispute Resolution

We want to address your concerns without needing a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting privacy@lastrev.com. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or the Company may bring a formal proceeding.

We Both Agree To Arbitrate

You and the Company agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Opt-out of Agreement to Arbitrate

You can decline this agreement to arbitrate by contacting privacy@lastrev.com within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement.

Arbitration Procedures

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Francisco, California, or any other location we agree to.

Arbitration Fees

The AAA rules will govern payment of all arbitration fees. The Company will pay all arbitration fees for claims less than $75,000. The Company will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate

Either you or the Company may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Company's products or the Company Service, or infringement of intellectual property rights without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions

You may only resolve Disputes with the Company on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under this Agreement.

Judicial Forum for Disputes

In the event that the agreement to arbitrate is found not to apply to you or your claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco County, California. Both you and the Company consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

Miscellaneous Provisions

  • Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.
  • Entire Agreement. If you are a visitor to our Website, these Terms of Service and Privacy Policy referenced herein constitute the entire agreement between you and the Company concerning the subject matter herein. However, if you are a client of the Company, your Master Services Agreement and/or related Scope of Work Addendums shall govern where there are differences.
  • Modification. The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and/or Privacy Policy. The Company will notify you of any material changes by email.
  • Assignment. The Company may assign these Terms of Service in whole or part at any time. You may not assign, delegate or transfer this Agreement without the Company's prior written consent.
  • No Waiver. Any failure of the Company to enforce or exercise a right provided in these Terms of Service is not a waiver of that right.
  • Severability. Should any provision of these Terms of Service be found invalid or unenforceable, the remaining terms shall still apply.
  • Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party's reasonable control.
  • Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions.
  • Notices. Any notices provided by the Company under this Agreement may be delivered to you to the email address(es) we have on file for your Account. Notices to the Company must be delivered via email to privacy@lastrev.com or via mail to: Last Rev, LLC, 1116 Balboa St, San Francisco, CA 94118.

Acknowledgment

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, INCLUDING THE COMPANY'S PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AND THE COMPANY'S PRIVACY POLICY INCORPORATED HEREIN.

Contact: privacy@lastrev.com or mail to Last Rev, LLC, 1116 Balboa St, San Francisco, CA 94118