Terms & Conditions- ReviewInc

This Agreement is made and entered by and between ReviewInc (“Company”), a California limited liability corporation, and Client (collectively, “the Parties”) effective as of May 25, 2018.

1. Service Provided

   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. All information provided is for the benefit of Client only and may not be used for any other purpose.

2. 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.

3. Warranties

   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; and (ii) 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.

   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 and is not repackaging or otherwise repurposing any content provided by Company hereunder; (ii) Company’s services are provided on an “as is” and “as available basis”, as Company makes no warranty as to the accuracy or completeness of the data provided to Client hereunder; (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; and (iv) it has all necessary authority to share data with Company for use and processing within the United States pursuant to the terms of this Agreement and authorizes such processing pursuant to these terms herein. Should any such consent be revoked by the data subject, Client is responsible for communicating the fact of such revocation to the Company, and Company remains responsible for implementing any Client instruction with respect to the further processing of such personal data.

   For client’s in highly-regulated industries (e.g., financial, health care), you understand that Client is responsible for ensuring compliance and identifying any customization or changes needed with respect to the platform to satisfy industry regulations.

   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 customers/client. You acknowledge that 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. 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. Review sites often times employ certain policies intended to discourage certain review posting activities (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, up to and including 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.

4. 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 LIABIILTY HEREUNDER EXCEED AMOUNTS PAID TO IT BY CLIENT HEREUNDER.

5. Honesty

   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 will have their access terminated without refund of any fees paid.

6. Indemnity

   You agree to 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.

7. 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.

8. 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.

9. Data Security

   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 any personal data 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.

   Any personal data obtained from Client’s users and/or customers 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.

   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.

10. 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.

11. 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.

12. 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 agrees to not to directly or indirectly: (i) 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; (ii) remove or obscure Company’s copyright, trademark and other proprietary rights notices, legends, symbols or labels; (iii) 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); (iv) utilize the Service in connection with any service bureau or time-sharing system or to provide processing services for any third party; (v) allow any other person to access and use this Service via a LAN, WAN or other network of computers; (vi) 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; and (vii) use the Service for any unlawful purpose.

13. Termination/Survival

    1. 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.
    2. 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). The provisions of Sections Copyright, Ownership, Disclaimer of Warranties, Limitation of Liability, Indemnity, and General shall survive the termination of this Agreement.

14. 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.

15. General

    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 of Use were a contract wholly entered into and wholly performed within the State of California. 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. 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. 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.