TERMS AND CONDITIONS OF USE FOR Reverie Partner Network
Effective Date of Terms: February 3, 2017
GENERAL; AGREEMENT TO TERMS
These Terms and Conditions of Use (“Terms”) are entered into by and between you and Ascion, LLC d/b/a Reverie (“Reverie”). In consideration of your use of and access to the Reverie Partner Network (the “Site”), and the promises and obligations herein, and intending to be legally bound, you and REVERIE hereby agree as follows:
This Site may be accessed and used solely by dealers of REVERIE products and their employees and agents (each, a “Dealer”). If you are not a Dealer, you must discontinue use of the Site and services provided on or through the Site. Each Dealer is responsible for compliance with these Terms by the individual users whom it has authorized, through its Administrator user, to use this Site.
Your access to and use of this Site is subject to and governed by these Terms. By the use of this site by a Dealer, its employees or agents, the Dealer is agreeing to comply with and will be deemed to be bound by these terms and all applicable laws and regulations in connection with the use of the site by the Dealer, its employees or agents. If you do not agree to be bound by these Terms and all applicable laws and regulations you are required to leave the Site and discontinue use of the Site and services provided on or through the Site.
Among other things, this Site provides general information concerning REVERIE’s products. Accessing the Reverie Partner Network requires registration. REVERIE reserves the right to refuse to allow registration for or access to the Reverie Partner Network to any person or entity, for any reason, at any time, in its sole discretion.
These Terms and the information provided on the Site do not modify or supersede and in no way override the terms and conditions of any written dealer agreement or other contract between you and REVERIE. IN CASE OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF YOUR DEALER AGREEMENT AND THESE TERMS, THESE TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR ACCESS AND USE OF THIS SITE.
You may not use any automatic device, extraction tool, robot, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or Content (as defined below), or in any way reproduce, circumvent or modify the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site.
Dealer will abide by marketing style guidelines, trademark guidelines, logo usage, asset usage, language style, physical collateral specification requirements (e.g., paper quality, POP materials).
All assets used in marketing campaigns and collateral should be pulled from Reverie Partner Network unless approved in writing by Reverie marketing – email firstname.lastname@example.org.
Any Assets from the Reverie Partner Network that Dealer intends to use for television advertising must receive written approval from Reverie before airing. Email email@example.com.
Reverie assets that are not clearly approved on the current Site but are currently being used and onDealer websites, collateral and other marketing materials should be phased out within 90 days.
If new collateral/ads, etc. are created using assets from the Reverie Partner Network for collateral, Reverie marketing requests to review samples – please submit to firstname.lastname@example.org.
CHANGES IN TERMS; TERMINATION
REVERIE shall have the right, in its sole discretion, at any time and without prior notice, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Site. The date of the last revision of the Terms will appear at the top of these Terms. You are responsible for reviewing the Site periodically for any modification to these Terms. You agree that you shall be deemed to be apprised of and bound by any revisions or additions by REVERIE to the Terms. Your continued use of the Site with any such changes to the Terms constitutes your acceptance of the new Terms, whether or not you actually reviewed them. No modification to these Terms by any party other than REVERIE shall be valid or enforceable against REVERIE unless expressly agreed to by REVERIE in writing signed by a duly authorized officer of REVERIE.
DISCONTINUED OPERATION OF SITE
REVERIE shall have the right, in its sole discretion, without notice and at any time and for any reason to discontinue operation of the Site, or any portion thereof, or any products or services offered through, if any, or advertised on this Site, or to terminate yours or any individual's access to or use of the Site. REVERIE shall also have the right to terminate your access to the Site at any time, in its sole discretion, for any or no reason and in such case you will not be able to access certain features of the Site. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any termination of the Site or your use thereof.
SITE CONTENT; TRADEMARK AND COPYRIGHT
The text, images, photographs, graphics, logos, illustrations, descriptions, data and other material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the “Content.” The Content may contain errors, omissions, or typographical errors or may be out of date. REVERIE may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational and promotional purposes only and is not binding on REVERIE in any way except to the extent it is expressly provided to be so. Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by REVERIE. You may view and use the Content only to publish, display or produce marketing materials with the purpose to sell REVERIE products. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute or commercially exploit any of the Content. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) without the express, written consent of REVERIE. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of REVERIE is strictly prohibited.
LINKED THIRD PARTY SITES
Links to other websites operated by third parties, including any Partners, do not constitute sponsorship, endorsement, or approval by REVERIE of the content, policies, or practices of such linked sites. Linked sites are not operated or controlled by REVERIE, and REVERIE is not responsible for the availability, content, policies, or practices of linked sites, including without limitation privacy policies or practices. Links to other sites are provided for your convenience only, and you access them at your own risk.
REGISTRATION; DEALER ACCOUNTS; USE OF SITE
Dealer agrees that the user information in the “My Profile” area that is provided by Dealer in connection with registration is true, accurate, current and complete in all respects and agrees to notify REVERIE as soon as possible of any changes. Dealer information may be updated by logging into the account and visiting the “My Profile” area of the Site.
Dealer is responsible for maintaining the confidentiality of account information, including your password, and for all activity that occurs under your account. You will not disclose your password to unauthorized individuals. You agree to notify REVERIE immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for any losses incurred by REVERIE or any other users of the Site due to someone else using your password or Dealer account. You may not use anyone else’s password or Dealer account. You may not attempt to gain unauthorized access to the Site, and if you attempt to do so, or assist others in making such attempts, then REVERIE may terminate your online account. You are solely responsible for changing your password from time to time. The Site may, but REVERIE is not required to prompt you to change your password periodically, and your access to the site may be interrupted if you fail to do so. By accessing any part of this Site that is password protected you are agreeing you are the proper and authorized individual/user of the username and password being used to obtain access. Unauthorized individuals may be subject to prosecution.
From time to time, automatic E-mail alerts are sent to Dealers concerning important product updates or changes exclusively as a Dealer convenience. Email alerts may be delayed or prevented by a variety of factors. REVERIE neither guarantees the delivery nor the accuracy of the contents of any alert. REVERIE is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY AS TO THE SITE AND CONTENT
NEITHER REVERIE, ANY PARTNERS OF REVERIE NOR ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF THE SITE OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION AND MATERIALS. REVERIE, PARTNERS OF REVERIE AND THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT, INFORMATION AND MATERIAL PROVIDED ON THE SITE IS PROVIDED TO USERS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE “AS IS” CONDITION OF THE CONTENT, INFORMATION AND MATERIALS PROVIDED ON THIS SITE OR ANY LINKED SITE IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
While REVERIE takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your personal information.
UNDER NO CIRCUMSTANCES SHALL REVERIE, ANY PARTNERS OF REVERIE, ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES, OR ANY OFTHEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS SITE OR ITS CONTENT OR ANY LINKED SITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF REVERIE OR ANY OF ITS PARTNERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATIONYOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS REVERIE, ITS PARTNERS AND THEIR RESPECTIVE AFFILIATES AND RELATED ENTITIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND
AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR ACCESS TO OR USE OF THIS SITE AND ANY PRODUCTS OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE SITE AND ANY PRODUCT OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE.
MISCELLANEOUSEntire Agreement -- These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral terms and conditions of use between the parties with respect to such subject matter. These Terms and Conditions of Use do not supersede any written dealer agreements or other agreements between you and REVERIE or between you and REVERIE or any Partner. Waiver and Severability -- No waiver by REVERIE of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.
Waiver of Trial by Jury -- EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION ARISING OUT OF, IN CONNECTION WITH OR RELATED TO, THESE TERMS OR YOUR USE OF THIS SITE. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED OR OTHERWISE INDICATED THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT OF A JURY TRIAL IN THE EVENT OF ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION. EACH OF THE PARTIES AGREES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS.
Statute of Limitations -- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site must be filed within one (1) year after such claim or cause of action arose or be forever barred. Nonperformance or Delay in Performance -- REVERIE and its Partners shall not be liable for any nonperformance or delay in performance caused by any act beyond their reasonable control. Jurisdiction and Venue -- Access to or use of this Site shall not be construed as the purposeful availment by REVERIE or any of its Partners of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of Michigan. These Terms, and any disputes of any kind between you and REVERIE, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts or choice of law’s provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, these Terms, use of this Site shall be in the state courts located in the County of Oakland, Michigan, or the United States District Court in Michigan. The section titles in this Terms and Conditions of Use are for convenience only and have no legal or contractual effect.
This Site may be unavailable from time to time, including for system maintenance and upgrades. When this occurs, a message will be displayed on-line when you sign on to the Reverie Partner Network.