Terms of Service

These Terms of Service (“Terms of Service”) are by and between Revivn Public Benefit Corporation, a Delaware corporation having its principal place of business at 141 Flushing Ave Suite 601, Brooklyn, NY 11205 (“Revivn”), and the entity identified as the “Customer” in the Revivn Terms of Service New Customer Order Form (the “Order”). These Terms of Service and the Order are collectively the “Agreement”. By signing the Order, Customer agrees to be bound by these Terms of Service and hereby authorizes Revivn to recycle, repurpose and/or dispose of the electronics set forth by Customer in one or more Batch Listings (as defined below) (the “Product(s)”) and as set forth on the Order or through use of the Application (as defined below) (collectively, the “Services”), on the terms and subject to the conditions contained herein. BY SIGNING THE ORDER OR USING THE SERVICES, THE INDIVIDUAL SIGNING THE ORDER REPRESENTS AND WARRANTS THAT HE/SHE IS AN OFFICER OF THE ENTITY IDENTIFIED IN THE ORDER AND HAS THE RIGHT TO BIND AND IS BINDINGSUCH ENTITY TO THESE TERMS OF SERVICE. SUCH INDIVIDUAL AGREES THAT BY SIGNING THE ORDER, THESE TERMS OF SERVICE BECOME A BINDING OBLIGATION OF CUSTOMER AND CONSTITUTES A CONTRACT BETWEEN CUSTOMER AND REVIVN.CUSTOMER AGREES THAT ITS PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY TO THE SERVICES PURCHASED HEREUNDER. REVIVN RESERVES THE RIGHT TO UPDATE THESE TERMS OF SERVICE AT ANY TIME BY POSTING THE UPDATED TERMS OF SERVICE ON REVIVN’S WEBSITE. REVIVN WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CUSTOMER WITH NOTICE THAT THESE TERMS OF SERVICE HAVE BEEN UPDATED.You may use the Services only in accordance with the Agreement. Revivn may modify the Services, in general or with respect to Customer, from time to time without prior notice. Revivn may delete any content or data from the Services to meet its regulatory obligations or protect Customer, other Revivn customers, and/or the Services.

1. Term and Termination.

The initial term of the Agreement shall begin on the date that the Order is signed by Customer and Revivn (the “Effective Date”) and continues for the time period set forth in the Order, unless terminated earlier in accordance with the Agreement (the “Initial Term”). After that, the Agreement will renew for additional term(s) as set forth in the Order (each, a “Renewal Term”,and together with the Initial Term, the “Term”), unless one party notifies the other party at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term that it does not wish to renew the Agreement (and if such notice is provided, the Agreement shall expireat the end of the then-current Initial Term or Renewal Term). Either party may terminate the Agreement if the other party breaches its material obligations hereunder and does not cure such breach within thirty (30) days after receipt of written notice from the non-breaching party specifying the breach. Upon termination or expiration of this Agreement for any reason, Revivn shall complete the processing of any Batch Listings in process as of the effective date of expiration or termination of the Agreement, which processing shall be performed in accordance with the Agreement. Customer’s use of the Application (as defined in Section 2 below) shall ceaseupon termination or expiration of the Agreement, and Customer shall be responsible for exporting its data out of the Application prior to termination or expiration of the Agreement.Revivn is not responsible for retaining Customer’s data in the Application after termination or expiration of the Agreement. The following provisions of the Terms of Service shall survive any expiration or termination of the Agreement: Sections 2, 7, 9 (to the extent any amounts remain due and payable), 10, 11, 13, 14 and 15.

2. Scope of Work

Revivn will provide onsite pickups for IT hardware and complete white glove asset collection, repurposing, remarketing, and sustainable recycling as applicable. Revivn will provide serialized asset reporting, certificates of destruction by computer serial, and environmental impact reporting in the Revivn web application.

Submission of Batch Listings. Customer will from time to time during the Term provide Revivn with listings, descriptions and/or photographs of Products via the web application (in a form reasonably acceptable to Revivn) that Customer wishes to submit to Revivn for disposal pursuant to the Agreement (each such listing, a “Batch Listing”), as further described in the Order. This shall act as the agreed upon scope of work for the pickup. Revivn will determine, in its sole discretion, which Products are eligible for repurposing or recycling in accordance with Revivn’s then-current eligibility requirements.Revivn may change its eligibility requirements at any time without notice.
Product Acceptance and Title. Title and risk of loss of the Products passes from Customer to Revivn when Revivn collects such Products from the Customer location or at an alternative site mutually agreed upon by the parties (“Product Acceptance”).
Pick-up. The parties will mutually agree upon the date on which Revivn will collect the Products. Revivn is available to collect Products Monday-Friday between the hours of 9 a.m. and 5 p.m. local time of Customer’s location. Revivn reserves the right to refuse pick-up of Ineligible Products at time of pickup. Once the Products are collected by Revivn, Customer acknowledges and agrees that the Products cannot be returned to Customer for any reason.
Inspection. Revivn will inspect the Products within thirty (30) days after Product Acceptance to determine final eligibility for repurposing and/or recycling. During such inspection (“Inspection”), Revivn will determine, in its sole discretion, which Products are eligible for repurposing and which Products are eligible for recycling. Products not eligiblefor repurposing will be recycled with a recycler. If during Inspection Revivn determines in its sole reasonable discretion that any Products are not eligible for repurposing or recycling including non-IT equipment such as, but not limited to, kitchen appliances and furniture (the “Ineligible Products”), Customer acknowledges and agrees that Revivn is permitted to dispose of the Ineligible Products.
Retrievals Additional Terms. If Customer elects to utilize Revivn’s proprietary remote retrieval service offering (“Retrievals”),
these terms are in addition to the standard Terms of Service set forth above.- Customer will be responsible for its use of Retrievals to request Revivn to send shipping
supplies for the return of products and further grants permission for Revivn to contact
individuals solely related to the process.
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- Company acknowledges that Revivn may use third party shipping services and Revivn shall
not be liable for any lost or missing products related to the use thereof.Revivn is not liable for a device return box once Revivn has shipped the box to the designated recipient, including, but not limited to, delays, damage or loss by the shipping carrier of the empty box in transit to Customer’s designated employee or the device return box that contains any items on its way back from the employee to the selected return address. Revivn disclaims all responsibility and liability for acts or omissions of Customer’s employee including, but not limited to, the employee not returning the device return box and/or any expected contents to Customer and any and all damage to or loss of the device return box and/or its contents due to improper packing by Customer’s employees. Customer acknowledges and agrees that any claims related to missing items or boxes must be filed by Customer directly with the carrier.

Furthermore, Customer is responsible for all additional fees incurred as a result of Customer or Customer’s employee providing inaccurate shipping information which results in the need of a return box reshipment.

CUSTOMER AGREES TO ASSUME THE ENTIRE RISK OF LOSS OF THE ITEMS CONTAINED IN THE DEVICE RETURN BOX, AND REVIVN WILL NOT PROVIDE ANY REFUNDS DUE TO DAMAGE TO CUSTOMER’S PROPERTY UNLESS THE DAMAGE IS DUE SOLELY TO REVIVN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Insurance and Assumption of the Risk Revivn offers an insurance option that Customer can select at the time Customer uses the Retrievals. By purchasing the insurance option, Customer expressly agrees to and acknowledges the relevant terms and conditions provided by the shipping provider, and Customer understands that any claims covered under Customer’s insurance policy obtained through the shipping provider will be filed directly with the shipping provider.

Insurance Indemnity. To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify and hold Revivn and Revivn’s respective officers, directors, agents, partners, members, employees, independent contractors, service providers and consultants harmless, from and against any claims, damages, costs, liabilities and expenses arising out of or related to Customer’s purchase of insurance coverage in connection with Retrievals, and any result arising from or related to the filing of an insurance claim.

CUSTOMER AGREES TO ASSUME THE ENTIRE RISK OF LOSS OF THE ITEMS CONTAINED IN THE DEVICE RETURN BOX, AND REVIVN WILL NOT PROVIDE ANY REFUNDS DUE TO DAMAGE TO CUSTOMER’S PROPERTY, UNLESS A COURT OF COMPETENT JURISDICTION HAS DETERMINED THAT REVIVN ACTED GROSSLY NEGLIGENT OR ENGAGED IN WILLFUL MISCONDUCT IN CONNECTION WITH REVIVN’S PERFORMANCE OF THE SERVICES.

3. Media and Data Sanitization.

Revivn shall not access, process or otherwise transmit or take any action or make any use of any data except for the purpose of Product Sanitization.
Revivn shall either(a) remove any and all data from Products in accordance with the requirements of this paragraph or (b) in the event such data cannot be removed in accordance with the requirements of this paragraph, or otherwise at Revivn’s discretion, physically destroy the Product (collectively, “Product Sanitization”). Revivn shall implement Product Sanitization measures that meet or exceed the standards set forth in the most current version of the National Institute of Standards and Technology (NIST), Special Publication 800-88, “Guidelines for Media Sanitization,” (or any successor NIST publication), Department of Defense (DoD) or other industry standards, and such measures may include, as appropriate, overwriting, purging, shredding, disintegration, incineration, and pulverization.
Customer acknowledges and agrees that Revivn is not responsible for notifying Customer, or for providing back-ups of, any data on any Products during Inspection.
Customer agrees to unenroll any Products provided to Revivn hereunder from the Apple Business Manager or similar PC enrollment programs before providing the Products to Revivn. If any Products are enrolled after they are received by Revivn, Customer shall be solely responsible for releasing the Products from enrollment. Customer’s failure to release from enrollment programs within five (5) business days will make products ineligible for Buyback Revivn is not responsible for claims arising from Customer’s failure to comply with this obligation.
Customer shall further remove firmware and Extensible Firmware Interface passwords from hardware provided as part of the Products. Failure to comply with this requirement will result in such Products being ineligible for repurposing hereunder.

4. Application Access.

If Retrievals are included in the Order, Customer must provide an email account to access the Retrieval service. Each authorized user, defined as an employee, contractor or agent of Customer who is authorized to use the Application and who has access to the Application, must provide a valid email (“Authorized Users”). Customer is solely responsible for Customer’s and its Authorized Users’ conduct and the content of any information provided through use of the Services (“Customer Data”). Customer acknowledges that Revivn has no obligation to monitor
information provided through the Services and is not responsible for the accuracy, completely, appropriateness, safety or legality of Customer Data.

Nothing in the Order will restrict Revivn from collecting, using and analyzing general information and data from Customer (or other customers) in an aggregated manner for purposes of improving and enhancing the quality and nature of the Services, or to market or publish general information and statistics, provided that Revivn does not specifically identify Customer or disclose publicly any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data.

Revivn will implement appropriate technical and organizational measures designed to protect Customer Data in accordance with relevant data protection and data privacy laws, rules and regulations applicable to Revivn’s Services under the Order (“Applicable Data Protection Laws”).
Use of the Services and the Site is also subject to Revivin’s Privacy Policy, a link to which can be found at (here). This Privacy Policy is incorporated into these Terms by reference. Furthermore, if Customer’s use of the Retrievals requires Revivn to process any personally identifiable information (“Personal Information), Revivn shall do so at all times in compliance with Revivn’s Privacy Policy and all applicable Data Protection Laws. Additionally, Customer agrees that Revivn may contact Customer via e-mail or otherwise with information relevant to Customer’s use of the Services, regardless of whether Customer has opted out of receiving marketing communications or notices. Please review Revivn’s Privacy Policy for more information about how Revivn collects, uses and shares Personal Information. Customer is responsible for obtaining all permissions necessary from its employees to enter their information as necessary for Retrievals.

5. Customer Responsibilities.

Please do not copy, upload, download or share information or content unless you have the right to do so. Customer, not Revivn, will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using the Services. Customer may not upload
spyware or any other malicious software as part of the Services or use of the Application.

Customer acknowledges that, as between Customer and Revivn, Revivn owns and retains all right, title and interest in the Intellectual Property Rights in the Services (including those related to the Application). “Intellectual Property Rights” means: (i) copyrights and other rights
associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights and all improvements thereto; and (v) all registrations, applications, renewals extensions and continuations, divisions or reissues now or in the future.

Customer, not Revivn, is responsible for Customer Data.

If any information related to your account changes, you must notify Revivn promptly and keep your information current.

If Revivn determines in its sole discretion that Customer or any of its Authorized Users have violated any element of the Terms, Customer or its Authorized Users’ access may be immediately suspended or terminated, up to and including the termination of the Order by Revivn, with or
without notice. Revivn shall not be liable for any damages of any nature suffered by any user, or any third party, resulting in whole or in part from Revivn’s exercise of its rights under these Terms.

Customer is responsible for keeping the password used to access the Application secure and agrees not to provide its password to any third party. Customer is responsible for all activity using its account, whether or not authorized by Customer. Customer should contact Revivn
immediately if any unauthorized use of Customer’s account.

Customer will not, and will not attempt to, use the Services to violate any laws or any rights of Revivn or any other person or otherwise misuse or inappropriately use the Services, and will use the Services only in a manner consistent with the Terms and as set forth in the Order.

6. Confidential Information.

The party receiving the Confidential Information, as defined below (the “Recipient”) of the party disclosing the Confidential Information (the “Disclosing Party”) shall use the same efforts to protect the Confidential Information from unauthorized disclosure or use as it uses to protect its own confidential information, but not less than a reasonable degree of care. Except as reasonably necessary to exercise its rights and perform its obligations hereunder and as expressly permitted herein, the Recipient shall not use the Confidential Information for any other
purpose without the Disclosing Party’s approval. The Recipient shall not disclose the Confidential Information to third parties other than to its subcontractors and representatives who have a need to know such Confidential Information in order to perform this Agreement and are subject to confidentiality obligations comparable to those contained herein. Notwithstanding the foregoing, the Recipient may disclose the Confidential Information pursuant to a subpoena or other judicial, governmental or regulatory demand or request, provided that if permitted to do so under the terms of such demand or request, the Recipient shall notify the Disclosing Party of the demand or request and reasonably cooperate with the Disclosing Party (at the Disclosing Party’s cost and expense) in order to permit the Disclosing Party to seek a protective order. If Revivn is required to produce documents or information of Customer pursuant to such a demand or request, Customer shall reimburse Revivn for its reasonable costs in complying with such demand or request. “Confidential Information” means information or materials of the Disclosing Party that are marked “confidential” or that a reasonable person under similar circumstances would
understand to be confidential in nature. Confidential Information does not include information that is already known to the Recipient at the time of disclosure, that becomes publicly known through no fault of the Recipient, or that is independently developed by the Recipient without the use of the Disclosing Party’s Confidential Information. Without limitation, the Application, the Impact Report and the Buyback Price constitute Revivn’s Confidential Information. At the request of the Disclosing Party, subject to Section 1 above, the Recipient shall return or destroy the Confidential Information, except for copies that are stored in back up media or other electronic data storage systems, latent data and metadata (that may be retained by the Recipient and destroyed in accordance with the Recipient’s document retention policies).

7. Feedback

Any feedback, comments and/or suggestions about the Services (“Feedback”), shall be owned by Revivn without any obligation to Customer. Customer agrees that Revivn may freely use, disclose,reproduce, license, distribute, or otherwise explicit in any manner any Feedback without any obligation to Customer, restriction of any kind (including on account of any Intellectual Property Rights) and without paying any compensation to Customer or any third party.

8. Buyback and Reporting.

Buyback and Reporting. Revivn shall pay Customer a Buyback Price for Products (the“Buyback Price”) or in lieu of such payment, Customer may direct Revivn to make an in-kind technology donation in lieu of paying Customer the Buyback Price. The Buyback Price and the amount of the in-kind technology donation is determined by Revivn, in its sole discretion, in accordance with its then-current policies. Revivn shall submit to Customer a report of the Buyback Price for the applicable Batch Listing(s)(the “Earnings”).
Payments. If payment is required to fund a pickup, all payments are to be paid in accordance with the Order and will be due and payable upon commencement of the Services. Payments are mutually agreed by Revivn and Customer in writing before the collection. Pickup costs can be deducted from current buyback balances as applicable. Customer may withdraw any balances at any time. Customer must have a positive balance in the Revivn Web Application to use that balance towards Services.
Disputes. If Customer in good faith disputes the amount of a Buyback Price contained therein, Customer will give Revivn prompt written notice of such dispute within five (5) business days after Customer’s receipt of the buyack (“Dispute Notice”). Revivn will respond in writing to any such Dispute Notice within thirty (30) days after receipt. The parties agree to work together in good faith to resolve any such disputes. If Customer doesnot timely provide the Dispute Notice as described above, the Buyback Prices set forth therein are deemed to be accepted by Customer and Customer waives its right to dispute any Buyback Price contained therein.
Taxes. Each party shall be responsible for and pay any and all applicable federal, state, local taxes, duties, tariffs, levies, withholdings and similar assessments (including without
limitation, sales taxes and use taxes) resulting from its performance and/or receipt of
services under this Agreement.

9. Representations and Warranties.

Each party represents and warrants to the other party that (a) such party has the required powerand authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution of the Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.

Customer further represents and warrants that (i) it has all right, title and interest in any and all Products, (ii) the Products and the sale of such Products to Revivn complies with all applicable laws, statutes and ordinances, (iii) the Products are not counterfeit, stolen or fraudulent and (iv) the Products are free from any liens, encumbrances or other restrictions, and do not include any third-party software which may not be transferred or for which royalties are due.

Revivn further represents and warrants that the Services will be performed in a professional manner in accordance with industry standards. If Customer reasonably believes that Revivn has not complied with the representation and warranty in the immediately preceding sentence, Customer shall notify Revivn within thirty (30) days after the Services are performed, and in suchcase Revivn shall as its sole obligation and Customer’s sole remedy for Revivn not complying withsuch representation and warranty, reperform the nonconforming Services for Customer.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, ALL SERVICES PROVIDED BY REVIVN HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, REVIVN MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Revivn is licensing the Application to Customer on an “as is” and “as available” basis, and Revivn does not warrant the functionality or availability of the Application.

10. Indemnification.

Revivn agrees to indemnify, defend and hold harmless Customer and its subsidiaries, affiliates, officers, directors, agents, and employees (the “Customer Indemnified Parties”) from any and all claims, liabilities, damages, losses, costs, expenses or fees, including reasonable attorneys' fees (each, a “Claim”) arising from death or personal injury to a person or damage to or destruction of any tangible property which the Customer Indemnified Parties may incur or sustain to the extent such Claim results from the negligence or willful misconduct of Revivn and its personnel. Customer agrees to indemnify, defend and hold harmless Revivn and its subsidiaries, affiliates, officers, directors, agents, and employees (the “Revivn Indemnified Parties”) from a Claim arising from death or personal injury to a person or damage to or destruction of any tangible property which the Revivn Indemnified Parties may incur or sustain to the extent such Claim results from the negligence or willful misconduct of Customer and its personnel. The indemnified party agrees to (i) promptly notify the indemnifying party in writing of any Claim; (ii) promptly give the indemnifying party the right to control and direct the investigation, preparation, defense and
settlement of such Claim, with counsel of the indemnifying party’s own choosing (provided that the indemnified party shall have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim); and (iii) give assistance and full cooperation for the
defense of same.

11. Requirements.

Customer agrees that during the Term, it will provide Revivn with a right of first refusal to recycle or repurpose all of Customer’s products that are eligible for repurposing or recycling, for repurposing, recycling or disposal by Revivn pursuant to this Agreement.

12. Electronic Notices and Transactions.

All notices under this Agreement will be in writing and sent to the recipient’s address set forth in the Order and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notwithstanding the foregoing, Customer agrees that Revivn may communicate with Customer via email regarding any potential transaction between Customer and Revivn. Customer agrees to keep a contact email address current and to ensure emails sent by Revivn to Customer are not stopped by spam filters or other types of email blocking software.

13. Limitation of Liability.

EXCEPT FOR THE EXCEPTIONS (AS DEFINED BELOW), THE AGGREGATE LIABILITY OF THE PARTIES SHALL BE LIMITED TO THE BUYBACK PRICE PAID BY REVIVN TO CUSTOMER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
THAT THE CAUSE OF ACTION GIVING RISE TO LIABILITY OCCURRED. THE LIMITATION OF LIABILITY IN THIS SECTION 10(i) SHALL NOT APPLY TO: (a) DAMAGES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; (b)CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, AND/OR (c) CUSTOMER’S VIOLATION OF REVIVN’S INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, THE
“EXCEPTIONS”).
EXCEPT WITH RESPECT TO THE EXCEPTIONS, NEITHER PARTY IS LIABLE FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR LOST DATA, LOSS OR DAMAGE TO THE PRODUCTS WHILE BEING TRANSPORTED, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY PORTION THEREOF.
THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO ANY CAUSE OF ACTION, WHETHER ARISING FROM TORT, BREACH OF CONTRACT OR OTHERWISE.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE BUYBACK PRICE FOR PRODUCTS THAT ARE LOST OR DAMAGED DURING TRANSPORTATION FROM THE PLACE THEY ARE COLLECTED BY REVIVN, AS SET FORTH IN SECTION 3 ABOVE, TO REVIVN’S LOCATION, SHALL BE LIMITED TO $10,000 IN THE AGGREGATE FOR ALL SUCH LOST OR DAMAGED PRODUCTS CONTAINED IN SUCH SHIPMENT. THE FOREGOING REPRESENTS REVIVN’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR PRODUCTS LOST OR DAMAGED DURING TRANSPORTATION.

14. General.

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign this Agreement or
assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided however, that: (a) either party may assign the Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this
Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and the party undergoing such transaction shall promptly notify the other party of the occurrenceof such transaction. If Customer is undergoing such transaction and it results in a material increased use of the Application and/or additional free Product pickups, Revivn reserves the right to charge a fee for such increased usage or pickups; and (b) Revivn may use subcontractors in the performance of its obligations hereunder. Any assignment or attempted assignment by either party otherwise than in accordance with this Section shall be null and void. Both parties agree that the Agreement, including all exhibits and addenda hereto and buyback issued hereunder, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings
relating to the subject matter of the Agreement. Except for revisions to the Terms of Service as contemplated above, all waivers and modifications to the Agreement must be in a writing signed by both parties. To the extent of any conflict or inconsistency between the provisions in the body of the Agreement and any exhibit or addendum hereto or any Buyback the terms of the Agreement shall prevail with respect to the conflict. No agency, partnership, joint venture, or employment is created as a result of the Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. Each party shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat
thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Upon the occurrence of any Force Majeure Event,
the affected party shall give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform. The Agreement shall be governed by the laws of
the State of New York without regard to its conflict of laws provisions. For all disputes arising from or relating to the Agreement, either party shall provide notice of such dispute to the other party, and representatives of the parties shall meet and attempt to in good faith resolve such
dispute. If the representatives are unable to resolve the dispute within fifteen (15) business days, the dispute shall be escalated to senior executives of each party, who will meet and in good faith attempt to resolve the dispute within fifteen (15) business days. If the senior executives are unable to resolve the dispute, either party may submit the dispute to binding arbitration as described herein. Subject to the internal dispute resolution process describe above, each party agrees that disputes arising from or relating to the Agreement will be submitted to binding arbitration in accordance with the Federal Arbitration Act and shall be administered by the American Arbitration Association under its then-prevailing commercial rules and shall be conducted in New York, New York. Each party shall bear the cost of preparing and prosecuting
its case. The arbitrator shall have no power or authority to alter or modify the Agreement, including, without limitation, the limitation of liability set forth above. All claims must be arbitrated individually, and there will be no consolidation or class treatment of any claims. This
paragraph is subject to the United States Arbitration Act. The arbitrator shall apply the substantive law of New York and shall limit any remedies to those provided in this Agreement. Customer agrees not to participate in a class action or class-wide arbitration for any claims covered by the Agreement to arbitration, and Customer hereby acknowledges and agrees that it is giving up its right to participate as a class representative or class member on any class claim Customer may have against Revivn, including, without limitation, any right to class arbitration or any consolidation of individual arbitrations.