Terms & Conditions- ReviewInc
This Agreement is made and entered by and between ReviewInc (“Company”), a California limited liability corporation, and Client (or “You”) collectively, “the Parties”) effective as of August 1, 2024 (“Effective Date”).
1. Service Provided
(a) Client hereby appoints Company to act as its agent for purposes of review management services as set forth more fully in our description of services and any addenda to this Agreement (the “Services”). All information provided is for the benefit of Client only and may not be used for any other purpose except as may be provided herein.
(b) Client agrees to follow all instructions, guidelines, approvals required from Company, or third parties or restrictions associated with Company services and tools provided.
(c) We may use Artificial Intelligence services (“AI Services”) to assist You and your customers in generating content hereunder, such use is completely voluntary as You and your customers are free to reject or change any content generated. Company may use AI Services in generating reports to summarize relevant content.
(d) Company may modify, enhance, adapt, discontinue, or change the Services or a feature or functionality of the Services from time to time in our sole discretion to improve the performance of the Services, comply with applicable law, or comply with the requirements of the Networks or our other partners. We will determine, in our sole discretion, whether any new features require additional fees. We may decide to add new features to the Services and make them generally available at no cost to our customers. Access to certain new features or functionality of the Services may require acceptance of additional terms and, if applicable, additional fees via an addendum to these Terms and Conditions. We may change, modify, or remove a feature or function with or without notice to you; however, we will use reasonable efforts to provide you with advance notice if any of the changes, in our sole judgment, have a materially adverse effect on your use of the Services.
(e) Any additional services that Company may provide Client shall be governed by these Terms and Conditions except where provided under a separate ReviewInc written agreement signed by the parties.
2. General Usage
Company is dedicating to providing the maximum level of Services at optimal speed to all of its clients, which necessitates that customers use the Services fairly. Any spike in general usage significantly in excess of anticipated usage s, as determined by Company in its sole discretion, may be subject to unilateral action as Company deems necessary to protect the integrity of the Service.
3. Payment
All Services are provided on either a one time or a reoccurring payment basis, based on Client’s date of sign-up. Payment is due at the beginning of the payment period. In addition, Client agrees to pay the set-up fee then in effect at the time of sign-up.
Company may adjust pricing to l apply a surcharge on all recurring Services fees to cover product innovations, enhanced services, inflation and regulatory or taxation changes but not to exceed ten percent (10%).
4. Warranties
a) Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) the performance of such obligations will not violate or conflict with any agreements, contracts or other arrangements to which it is a party or violate any applicable law; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.
(b) Client represents and warrants to Company that (i) it is retaining Company on its own accord to monitor and report on social media traffic with respect to its own brands, or any other Services, and is not repackaging or otherwise repurposing any content provided by Company hereunder; (ii) Client understands and acknowledges that Company’s services are provided on an “as is” and “as available basis”, and Company makes no warranty as to the accuracy or completeness of the data provided to Client hereunder given technological barriers that exist for data collection; (iii) Company’s services will only be used to solicit reviews from consumers who have the legal capacity to consent to the submission of their review and sharing of their data; (iv) Client has all necessary authority to share data with Company for use and processing within the United States pursuant to the terms of this Agreement in the format provided and authorizes such processing pursuant to these terms herein; (v) Client has acquired all necessary rights, clearances, approvals, and compliance steps for all materials or content Client submits or otherwise uses in conjunction with the Services in any way, including but not limit to rights and clearances related to logos, video reviews, rights of publicity, intellectual property rights, and all other right, clearances, approvals and compliance steps required by applicable law. Should any such approval, clearance or consent be revoked, Client is responsible for communicating the fact of such revocation to the Company.
For Clients in highly-regulated industries (e.g., financial services, health care), You understand that Client is solely responsible for ensuring compliance and identifying any customization or changes needed with respect to the platform to satisfy industry regulations.
(c) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE, SOFTWARE, DATA AND INFORMATION ACCESSIBLE THROUGH THE USE OF THE SERVICE ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. REVIEWINC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Use of the Site and/or Service and its content, data, information and documentation is at your sole risk. You acknowledge that the Service, technology and techniques for monitoring, collecting and sharing reviews may differ from those employed by third parties. You acknowledge that it is your responsibility to collect real and valid reviews from your Clients/client. You acknowledge that it is your responsibility to assess the impact of any promotional activities associated with review collection and the use of those reviews. You acknowledge that it is your responsibility to provide appropriate disclosures with any activities associated with review collection and sharing, including but not limited to notices at the point of collection as required by applicable privacy laws, and that You are solely responsible for understanding all laws applicable to such activity. You also acknowledge that sharing reviews includes risks of fraud and abuse that could undermine the benefits of the Service. Company expressly disclaims any representation or warranty that the Service is suitable for use to determine or verify the accuracy of third party data. Therefore, you agree not to use or rely upon the Service to determine the accuracy or inaccuracy of third party data. Third-party review sites often employ policies intended to discourage certain review posting activities which Client may be subject to by their use of third-party review sites in conjunction with the Services (the “Policies”). A site’s single or repeated violation of these Policies can result in certain disciplinary actions, up to and including delisting from the review sites (“Penalties”). Policies change from time to time, which could result in certain Penalties with or without prior notice from the review sites. You acknowledge that by entering into this Agreement and contracting with Company for the provision of sharing of reviews, your site listing may be subject to Penalties, including but not limited to delisting from the Search Engines due to the publication activities hereunder. Such Penalties may result in a substantial reduction in your Site’s Traffic and Placement and are not under the Company’s direct control. Changes to the review site Content, algorithms and Policies are not always provided with notice or adequate time for Company to adjust the Review Monitoring, Capturing and Publication Services in order to prevent a temporary or permanent reduction in service. Additionally, competitive actions of third parties rapidly affect the content of reviews for your listings. These variables could lead to unpredictable fluctuations in your review sites, which could affect your listing on an ongoing basis.
5. Limitation of Liability
EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL REVIEWINC, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF REVIEWINC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES. IN NO EVENT SHALL REVIEWINC’S TOTAL LIABILITY HEREUNDER EXCEED AMOUNTS PAID TO OR DUE TO IT BY CLIENT HEREUNDER DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND ANY LIMITATION OF LIABILITY.
6. Integrity
Our service is for our Clients and to enable them to more effectively utilize the power of review sites. Any person or entity that Company reasonably suspects is using our site or service for any other purpose or is using false information to access the site or service may, at Company’s sole discretion, have their access terminated without refund of any fees paid.
7. Indemnity
You agree to defend, indemnify and hold harmless Company, its officers, directors, employees, representatives, successors and assigns from and against any claims, actions, demands, liabilities, settlements and damages including without limitation, reasonable attorneys’ fees and costs, arising from or related to your breach of any warranty or violation of this Agreement. You must use counsel reasonably acceptable to Company and may not enter into any settlement that adversely affects Company’s rights or interests without its prior written consent. Company reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of any claim.
8. End Users Outside the US
If you are located outside the jurisdiction of the U.S., then the provisions of this Section shall apply to you: (i) this Agreement and all related documentation shall be in the English language (LES PARTIES AUX PRESENTES CONFIRMENT LEUR VOLONTE QUE CETTE CONVENTION DE MEME QUE TOUS LES DOCUMENTS Y COMPRIS TOUT AVIS QUI S’Y RATTACHE, SOIENT REDIGES EN LANGUE ANGLAISE); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Service, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this Agreement and license valid and enforceable.
9. Confidentiality
During the term of this Agreement and in the course of the parties’ performance hereunder, the parties may receive and otherwise be exposed to certain confidential and proprietary information relating to the parties’ business practices, strategies, and technologies (collectively referred to hereafter as “Confidential Information”). Accordingly, except as otherwise provided herein and as is necessary for performance under this Agreement, the parties and their designated agents, employees and contractors agree not to reproduce any of the Confidential Information without the other party’s prior written consent; the parties will not use the information except in the performance of the Agreement, and parties will not divulge all or any part of the Confidential Information in any form to any third party or otherwise materially disparage the other party and/or its officers or employees, either during or after the term of this Agreement. These restrictions shall not apply to information that each party can document is: (i) already in the possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the other party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement where permitted.
The parties recognize that a breach of the obligations imposed herein would cause irreparable injury to the Non-Breaching Party; therefore, in the event any party breaches or threatens to breach the provisions of this section, the other party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.
10. Data Privacy and Security
(a) We respect the privacy of our users and members. By registering and accessing or using the Site and Service, you consent to the transfer and processing of personal data required for the Services in the United States and agree to our use of your information and email address to contact you regarding your use of the Site and the Service, and their features and services. As relevant, Company shall act as a processor (as such term is defined by applicable law) for the purposes of personal data provided to Company by Client as part of the Services.
(b) Any personal data obtained from Client’s users and/or Clients is used solely for the purpose of providing the services hereunder to Client. We will honor any instructions Client may have as to the storage, editing or deletion of any such data. In addition, to the extent required by applicable law, Company’s Data Processing Addendum shall additionally apply.
(c) We take reasonable administrative, physical and electronic measures designed to safeguard and protect your information from unauthorized access or disclosure. This includes utilizing Secure Sockets Layer (SSL) software, which encrypts the personal information you input, and storing your information in encrypted form behind a firewall designed to block access from outside our network.
(d) Client shall use commercially reasonable efforts to prevent unauthorized access to the Services and shall employ security measures consistent with current best industry standards to adequately safeguard any Company Data downloaded to Client’s systems. Access to the Services is password-controlled. Client is responsible for maintaining the security of user passwords and will instruct its Users as to the importance of maintaining the confidentiality of passwords and/or user identifications. Further, Client is solely responsible for determining whether or not to require its Users to utilize two-factor authentication or any other multi-factor authentication method as may be available in order to enable an additional layer of security beyond Company’s default security settings. If Client becomes aware of the unauthorized use of a password or other security breach, Client will promptly notify Company in writing. Client is responsible for enforcing its own internal information security governance framework with respect to its Users’ access to Client’s account, including assigning roles and specifying access rights. Client is further responsible for the identity management of its Users and must ensure that only authorized Users have access to the Client’s account. In the event that Client grants Company access to Client Data via any web portal or other non-public websites or extranet services on Client’s or a third party’s website or system, Client is responsible for information security governance in connection with such access, including the creation and management of user accounts and access rights.
11. Modification
ReviewInc reserves the right to make non-material changes to the terms and conditions of this Agreement without notice to you. Material changes will include an email notification to you.
You are responsible for reviewing the terms and conditions of this Agreement each time you access and use the Service. Your continued use of the Service constitutes your agreement to the then current terms and conditions. This version of the Terms and Conditions is effective as of the date noted above.
12. Third Party Sites, Contents and Transactions
The Site may contain links to other web sites (“Third Party Sites”) and content or materials originating from third parties (“Third Party Content”). Such links (“Third Party Links”) are provided as a convenience to our users of the Site only and do not imply approval or endorsement or any sponsorship or affiliation. Your use of Third Party Links, Third Party Sites and Third Party Content is entirely at your own risk. ReviewInc is not responsible for Third Party Links, Third Party Sites or Third Party Content. This Agreement no longer applies after you leave our Site.
If you enter into correspondence or engage in commercial transactions with third parties in connection with your use of the Site, such activity is solely between you and the applicable third party. Any terms, conditions, warranties or representations related to such activity are solely between you and the relevant third party. ReviewInc shall have no liability, obligation or responsibility for the result of any third party activity or the result of third-party advertisements on our Site. You acknowledge and agree that ReviewInc is not responsible or liable for any action or inaction of any third party to a transaction, including, but not limited, any third party’s failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any claim or liability arising from or related to any third-party transaction.
13. Intellectual Property Rights and Restrictions
The Service, its software and its databases and compilations of aggregated data, all copies thereof, and associated trademarks are protected under United States copyright Law, international treaty, trade secret, trademark and other applicable laws. You agree not to copy, reproduce, publicly distribute, transmit or display the Site and/or Services, or all or substantially all of the content of any database without the express written consent of Company.
Client grants Company a limited royalty free license to use its trademarks in connection with the solicitation of reviews. Except as expressly provided herein, neither party shall have any right to use the other party’s trademarks, logos, service marks or other indicia of origin or any other intellectual property. No rights other than those expressly recited herein are to be implied from this Agreement.
Client grants Company a limited, revocable right to list and display their name and logo which shall use its best efforts to limit such usage to identification on Company’s Client lists and marketing materials in print or on the web.
14. Permissible Use
Client agrees to not to directly or indirectly: (i) use the Services to upload, store or transmit infringing, libelous, abusive, inflammatory, fraudulent, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, or otherwise unlawful or tortious material, including material harmful to children, or to upload, store or transmit material in violation of third-party privacy, publicity or intellectual property rights; (ii) use the Service in a manner that constitutes excessive usage or that disrupts or interferes with the integrity or operation of the Service; (iii) circumvent any limitations or security features included by Company in the use of the Services or attempt to gain unauthorized access to the Services or its related systems or networks; (iv) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit; (v) redistribute, encumber, sell, rent, lease, lend, sub-lease, sublicense or otherwise transfer the Service, or the right to access and use the Service, to any third party without the express written consent of Company; (vi) remove or obscure Company’s copyright, trademark and other proprietary rights notices, legends, symbols or labels; (vii) alter, modify, decompile, disassemble, create any derivative works of the Service, including customization, translation or localization, or reverse engineer or otherwise attempt to derive the source code for the Service (except as expressly permitted by local law); (viii) utilize the Service in connection with any service bureau or time-sharing system or to provide processing services for any third party; (ix) allow any other person to access and use this Service via a LAN, WAN or other network of computers; (x) use the Service or its aggregated data for the development of or in connection with a Service application or service that has the same or substantially similar features and/or function to the Service; (xi) publicly publish, copy (except for internal use), duplicate or replicate or create derivative works from the Service, (xii) scrape any data, content or intellectual property, or otherwise trespass or interfere with the Service or systems; (xiii) use the Service for creating or sending Internet viruses, worms or Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature, or for pinging, flooding or mail bombing, or engaging in denial of service attacks, or engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Service (or any connected network, system, service or equipment) or conduct their business over the Internet; (xiv) without authorization, access computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking;(xv) use the Service in a manner that violates any applicable local, state, national or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party; (xvi) use the Service for the purpose of competing with Company; or (xvii) authorize a third-party to do any of the above.
Company may monitor your access to the Service to improve the quality of the Service and verify your compliance with these Terms and Conditions and/or identify security issues that could affect Company, its Clients, or its licensors. Company may restrict or limit access to the Service as may be necessary to protect the Service and/or for security purposes.
15. Termination
For registered users without a prepaid subscription agreement, Company reserves the right to suspend and/or terminate access and use of the Site, the Service and this Agreement, in whole or in part, at any time with or without notice. For users with a prepaid subscription, Company may immediately suspend your access and use of the Site and/or the Service upon discovery of a material breach by you (or your employer, if applicable) and terminate your access and use of the Site, the Service and this Agreement concurrently with the termination of the subscription agreement (in accordance with its terms).
Either Party may immediately terminate this Agreement, upon written notice to the other Party (i) upon the institution by or against the other Party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other Party’s making an assignment for the benefit of creditors, or (iii) upon the other Party’s dissolution or ceasing to do business. Client may terminate this Agreement, with or without cause, by providing thirty (30) days prior written notice.
The provisions of Sections Warranty, Limitation of Liability, Indemnity, Confidentiality, End Users Outside of the US, Copyright, Ownership, Disclaimer of Warranties, Limitation of Liability, Indemnity, Dispute Resolution and General shall survive the termination of this Agreement.
16. Independent Contractors
The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.
17. Dispute Resolution
This Agreement shall be governed by the laws of the State of California, without regard to principles of conflicts of law and as if these Terms and Conditions were a contract wholly entered into and wholly performed within the State of California. This Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.
Any matters arising in connection with this Agreement which are not expressly addressed herein, and all disputes, controversies, or claims which may arise between the Parties relating to or in connection with the performance of this Agreement or any breach thereof, shall be separately negotiated by the Parties in good faith and all reasonable efforts undertaken to settle amicably such matters before resorting to further legal recourse except where immediate action is necessary to prevent irreparable harm to a Party. Any dispute shall be referred to the chief executive officers of each Party, or their designees. The chief executive officers, or their designees, as the case may be, shall negotiate in good faith to resolve such dispute in a mutually satisfactory manner for up to 30 additional days, or such longer period of time to which the chief executive officers, or their designees may agree.
Any dispute relating to this Agreement shall be brought in the state or federal courts of Los Angeles County, California, and the parties hereby consent to exclusive jurisdiction and venue in such courts. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs and expenses incurred in the action or proceedings.
To the extent permitted by applicable law and subject to applicable statute of limitations, neither party shall initiate any action against the other party pursuant to these Terms and Conditions more than one year from the date the claim arose.
18. General
Should any provision of this Agreement be deemed invalid or unenforceable, the remaining portions shall remain valid and enforceable in accordance with the original intentions of the parties. The prevailing party in any action or proceeding to enforce the terms of this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by a duly authorized officer of Company that expressly references these Terms and Conditions. This Agreement may only be changed by a writing signed by both Parties that expressly references this Agreement. Any additional or contradictory terms submitted in a purchase order or other business form submitted by Client will have no legal effect and shall in no event be binding upon Company unless it expressly references these Terms and Conditions. No provision of this Agreement may be waived except in writing signed by the party to be charged. No waiver of any default or violation shall constitute a waiver of any subsequent default or violation of the same or other provision. All notices and approvals given under this Agreement must be in writing and delivered in person, or by first class mail, express mail, facsimile with confirmation of transmission, or email. Notice provided in accordance with this Section will be deemed given when received. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. This Agreement and the rights granted hereunder may not be assigned without the express written consent of Company. The section headings of this Agreement are provided for purposes of convenience only and shall be of no effect in the interpretation or meaning of any provision.
The Parties agree that this Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which collectively shall constitute one and the same instrument. For purposes hereof, a facsimile or PDF of the executed copy of this Agreement shall be deemed to be an original.
ReviewInc and the products and services offered are not associated, affiliated, endorsed, sponsored, reviewed, tested or certified by any review site.
