1.1 Services: ReviewUp will provide its subscription service through the ReviewUp Customer Experience & Reputation Marketing platform (the “Subscription Service”) and any professional services related to implementing the Subscription Service (the “Professional Services”). Collectively, these may be referred to as the “Services.” The Services will be delivered per these Terms and any terms in a customer agreement, reseller agreement, or order form (“Order Form”) or a statement of work (“Statement of Work”). Onboarding and implementation of the Services may take up to two hours over four weeks. Client’s timely participation in onboarding is crucial, and delays caused by the Client will not affect the agreement duration or payment obligations.
1.2 Third-Party Sites: If the Subscription Service integrates with or uses data from third-party platforms (e.g., Google, Facebook, or Yelp), ReviewUp is not responsible for their terms of use, privacy policies, or content. Clients agree to abide by the terms of third-party sites used in conjunction with the Services.
1.3 Generated Content: Any data generated by the Subscription Service may be displayed on the Client’s website but must not be modified or used for other purposes without prior written approval from ReviewUp. Some data may belong to third parties, and its use will be subject to the third party’s terms.
1.4 Compliance with Review Platforms: Clients must adhere to the terms of major review sites (e.g., Google, Yelp, and Facebook) while using ReviewUp. This includes:
• No review gating or solicitation of fake reviews.
• Compliance with review sites prohibiting review solicitation, such as Yelp.
• Equal treatment for all feedback, regardless of sentiment.
• Any violations will result in a 30-day corrective action period, after which accounts may be suspended if issues remain unresolved.
1.5 Legal Compliance for Communication: Clients must comply with all applicable laws for SMS and email communication, including obtaining customer consent per the Telephone Consumer Protection Act (TCPA) and registering for SMS-related compliance programs like 10DLC when required.
1.6 Account Security: If account credentials are compromised, Clients must immediately deactivate the account or change login credentials. Former employees or unauthorized individuals must not retain access.
1.7 Fair Use: Clients must use the Services responsibly to avoid negatively impacting other users. ReviewUp reserves the right to limit access or charge additional fees for overuse beyond the agreed-upon limits.
1.8 Prohibited Activities: Clients agree not to:
• Use the Services for illegal activities, infringement, or harmful behavior.
• Interfere with the platform’s performance or security.
• Reverse-engineer, copy, or attempt to replicate ReviewUp’s software.
• Encourage others to engage in prohibited actions.
Violation of these terms may result in account suspension or legal action.
2.1 Fees: Payments are due net-30 from the invoice date unless otherwise specified in the Order Form. All fees exclude applicable taxes, which are the Client’s responsibility. Any disputes must be raised within 30 days of the invoice date.
2.2 Late Payments: Late payments may incur a 1.5% monthly late fee, and services may be suspended until payment is received. Suspension does not relieve payment obligations.
2.3 Auto-Renewal: Unless otherwise stated, agreements auto-renew for the same term as the original agreement unless written notice is provided at least 90 days before renewal.
3.1 Ownership: ReviewUp retains ownership of all intellectual property related to the Services. Clients are granted a limited, non-exclusive license to use the Services during the agreement term.
3.2 Data Use: Clients own their data. ReviewUp may use aggregated, anonymized data for internal purposes but will not sell or market Client data.
3.3 Confidentiality: Both parties agree to protect each other’s confidential information and use it only for purposes outlined in this agreement.
4.1 ReviewUp Warranty: ReviewUp guarantees that:
• The Subscription Service will perform per agreed terms.
• Services will comply with applicable laws.
4.2 Disclaimer: Except as expressly stated, ReviewUp disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
4.3 Limitation of Liability: ReviewUp’s total liability will not exceed the fees paid by the Client in the 12 months preceding the claim. Neither party is liable for indirect or consequential damages.
4.4 Indemnification:
• Clients indemnify ReviewUp against claims arising from the misuse of the platform.
• ReviewUp indemnifies Clients against claims that the platform infringes on third-party intellectual property rights.
5.1 Term: The agreement begins on the Effective Date and remains active as long as any Order Form or Statement of Work is in effect.
5.2 Termination for Breach: Either party may terminate the agreement if the other party fails to resolve a material breach within 30 days of written notice.
6.1 Independent Contractors: The relationship between the parties is that of independent contractors.
6.2 Force Majeure: Neither party is liable for failure to perform due to causes beyond their control, such as natural disasters, government actions, or outages.
6.3 Assignment: Neither party may assign the agreement without prior written consent, except in cases of mergers or acquisitions.
6.4 Governing Law: The agreement is governed by the laws of the State of California, with disputes resolved in the courts of Ventura County, California.
6.5 Entire Agreement: These Terms constitute the entire agreement between the parties and supersede any prior agreements.
For questions or support, contact us at admin@reviewup.com.
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