ReviewFire’s Terms and Conditions

This Agreement is made and entered by and between ReviewFire (“Company”), a Texas limited liability corporation, and Client (collectively, “the Parties”) effective as of February 16, 2016.

1. Service Provided

Client hereby appoints Company to act as its agent for purposes of review and feedback management services. (see description of services). All information provided by Company is for the benefit of Client and not for public consumption and may not be used for any other purpose.

2. Payment

All services are provided on a reoccurring payment basis, based on Client’s onboarding date. Payment is due on the first day of the payment period

3. Warranties

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SERVICE OR THEIR CONTENTS (INCLUDING, WITHOUT LIMITATION, MATERIAL COMMUNICATED BY THIRD PARTIES), WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED AND ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PAGES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS. COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA THESE PAGES IS ACCURATE, COMPLETE, OR CURRENT. COMPANY MAY MAKE CHANGES TO THE CONTENTS, OR TO THE SERVICES OR MATERIALS DESCRIBED THEREIN, AT ANY TIME

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. REVIEWFIRE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Use of the Review Reporting and Feedback Request 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 customer feedback and 3rd party reviews may differ from those employed by any and every other business. You acknowledge that it is your responsibility to solicit real reviews from your customers and or client. You acknowledge that is your responsibility to assess the positive or negative impact of any and all activities associated with review collection and the use of those reviews. You acknowledge that it is your responsibility to provide appropriate disclosures to clients, business partners and 3rd party as to any activities associated with review & feedback collection and sharing.
You also acknowledge that sharing reviews includes risks of fraud and abuse that may undermine the benefits of the Service. Company expressly disclaims any representation or warranty that the Service is suitable for use to 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 ANY third party data. Third Party Review sites often employ policies intended to discourage certain review posting activities. A Site’s single or repeated violation of these Policies on 3rd party websites can result in certain disciplinary actions being taken against your business and website, up to and including delisting from the review sites. Additionally, Policies change from time to time, which could result in certain Penalties with or without prior notice from the 3rd party review sites. YOU acknowledge that by entering into this Agreement and contracting with Company for the soliciting of feedback and reviews, YOUR Website’s 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 Website’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 REVIEWFIRE, 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 REVIEWFIRE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES.

5. Honesty

Our service is for our clients to enable them solicit feedback from clients and to more effectively get honest reviews from their customers. Any person or entity that company reasonably suspects of using this site or service for any other purpose or is using false information to access the site or service will have their accounts 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 violation of this Agreement.

7. Modification

ReviewFire reserves the right to change the terms and conditions of this Agreement without prior notice 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.

8. 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. ReviewFire is not responsible for Third Party Links, Third Party Sites or Third Party Content. This agreement no longer applies after you leave our Site.

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. Restrictions

You agree not to directly or indirectly: (i) redistribute, encumber, sell, rent, lease, lend, sub-lease, sub-license or otherwise transfer the Service, or the right to access and use the Service, to any third party without the express written consent of Review Fire; (ii) remove or obscure Review Fire’s copyright, trademark and other proprietary rights notices, legends, symbols or labels; (iii) alter, modify, decompile, disassemble the ‘code’, 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  (iv) utilize the Service in connection with any service bureau or to provide processing services for any third party; (v) allow any other person not covered under this agreement to access and use this Service via the Internet, 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 review or feedback service that has the same or substantially similar features and/or function to the Service; and (vii) use the Service for any unlawful purpose.

11. Refunds and Cancelations

You may cancel at any time and billing will stop immediately. We do not issue refunds for any portion of your unused subscription. i.e. if your subscription renews on Jan 12th and you cancel on Jan 15 you will not be bil for your subscription on Feb 12. You will not be refunded for your January Subscription.

12. Copyright

The Site and 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 S, or all or substantially all of the content of any database without the express written consent of Review Fire.

13. Termination/Survival

a. For registered users without a prepaid subscription agreement, ReviewFire 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.
b. For users with a prepaid subscription, ReviewFire 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. General

This Agreement shall be governed by the laws of the State of Texas, 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 Texas. Any dispute relating to this Agreement shall be brought in the state or federal courts of Denton County, Texas, 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.
ReviewFire and the products and services offered are not associated, affiliated, endorsed, sponsored, reviewed, tested or certified by any 3rd party review site.
Site content on YELP, Google, Facebook and other 3rd party sites belongs to the 3rd party and possibly to the author of the content / review.